Stock abbreviation: Anji Technology Stock code: 688019

Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd

concerning

Anji Microelectronics Technology (Shanghai) Co., Ltd

2025 Restricted Stock Incentive Plan (Draft)

it

Independent Financial Adviser Report

April 2025

directory

1. Interpretation...... 3

II. Statement ...... 4

III. Basic Assumptions...... 5

Fourth, the main content of the restricted stock incentive plan...... 6

(1) The scope and distribution of incentive objects...... 6

(2) Incentive methods, sources and quantities...... 8

(3) The validity period, grant date, and vesting arrangements of the restricted shares...... 8

(4) The grant price of restricted shares and the method of determining the grant price...... 9

(5) Conditions for the granting and vesting of incentive plans...... 10

(6) Other contents of the incentive plan...... 13

V. Independent Financial Adviser's Opinion ...... 14 (1) Verification opinions on whether Anji Technology's 2025 restricted stock incentive plan complies with policies and regulations14

(2) Verification opinions on the feasibility of the company's implementation of the equity incentive plan...... 15

(3) Verification opinions on the scope and qualifications of incentive recipients...... 15

(4) Opinions on the verification of the amount of rights and interests granted in the equity incentive plan...... 15

(5) Verification opinions on whether the listed company provides any form of financial assistance to the incentive recipients...... 16

(6) Verification opinions on the pricing method of the incentive plan grant price...... 16 (7) Verification opinions on whether the equity incentive plan harms the interests of the listed company and all shareholders.17

(8) Financial opinions on the implementation of the company's equity incentive plan...... 18 (9) Opinions on the impact of the company's implementation of the equity incentive plan on the listed company's ability to continue operating and shareholders' equity. 18

(10) Opinions on the reasonableness of the performance appraisal system and appraisal methods of listed companies...... 19

(11) Other ...... 20

(12) Other matters that shall be explained...... 21

6. Documents for reference and consultation methods...... 22

(1) Documents for reference...... 22

(2) Consultation methods...... 22

1. Interpretation

1. Listed companies, companies, Anji Technology: refers to Anji Microelectronics Technology (Shanghai) Co., Ltd.

2. Equity Incentive Plan, Restricted Stock Incentive Plan, this Incentive Plan, and this Plan: refers to Anji Microelectronics

Technology (Shanghai) Co., Ltd. 2025 Restricted Stock Incentive Plan.

3. Restricted Stocks, Class II Restricted Stocks: Incentive recipients who meet the conditions for granting the incentive plan must meet the requirements

A shares of common stock of the Company shall be acquired and registered in installments after the Benefit Conditions.

4. Incentive objects: directors and senior managers of the company who can obtain restricted shares in accordance with the provisions of this plan.

Core technical personnel, other personnel deemed by the board of directors to be incentive.

5. Grant date: refers to the date on which the company grants restricted shares to the incentive recipients.

6. Grant price: refers to the price of each restricted stock granted by the company to the incentive object.

7. Validity period: from the date of grant of restricted shares to the full vesting or production of restricted shares granted to the incentive recipients

The period during which the lapse is invalidated.

8. Vesting: The act of the listed company registering the shares into the account of the incentive object after the incentive object meets the benefit conditions. 9. Vesting conditions: The incentive objects set up by the restricted stock incentive plan are those that need to be met to obtain incentive shares

Conditions of benefit.

10. Vesting date: The date on which the restricted stock incentive recipient completes the registration of the granted shares after meeting the conditions for benefit

Must be a trading day.

11. Company Law: means the Company Law of the People's Republic of China

12. Securities Law: refers to the Securities Law of the People's Republic of China

13. Administrative Measures: refers to the Administrative Measures for Equity Incentives of Listed Companies (2025 Amendment)

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

15. Regulatory Guidelines: Self-Regulatory Guidelines for Listed Companies on the STAR Market No. 4 – Disclosure of Equity Incentive Information 16. Articles of Association: refers to the Articles of Association of Anji Microelectronics Technology (Shanghai) Co., Ltd.

17. China Securities Regulatory Commission: refers to the China Securities Regulatory Commission.

18. Stock Exchange: means the Shanghai Stock Exchange.

19. Yuan: refers to the Chinese Yuan.

2. Statement

The Independent Financial Adviser makes the following statement regarding this report:

(1) The documents and materials on which this independent financial adviser report is based are provided by Anji Technology, and all parties involved in this plan have guaranteed to the independent financial adviser that all documents and materials provided on the basis of which this independent financial adviser report is issued are legal, true, accurate, complete and timely, and there are no omissions, false or misleading statements, and they are responsible for their legality, authenticity, accuracy, completeness and timeliness. The independent financial adviser does not assume any liability for any risks arising therefrom.

(2) The independent financial adviser only expresses opinions on whether the restricted stock incentive plan is fair and reasonable to the shareholders of Anji Technology, the impact on the rights and interests of shareholders and the continuing operation of the listed company, and does not constitute any investment advice to Anji Technology, and the independent financial adviser is not responsible for the risks that may arise from any investment decisions made by investors based on this report.

(3) The independent financial adviser has not entrusted or authorized any other institutions or individuals to provide information not included in the report of the independent financial adviser and to make any explanation or explanation of the report.

(4) The independent financial adviser reminds all shareholders of the listed company to carefully read the relevant information publicly disclosed by the listed company about the restricted stock incentive plan.

(5) In line with diligence, prudence and due diligence to all shareholders of the listed company, and in accordance with the principle of objectivity and fairness, the independent financial adviser conducted an in-depth investigation of the matters involved in the restricted stock incentive plan and carefully reviewed the relevant information, including the articles of association of the listed company, the relevant board of directors, the resolution of the general meeting of shareholders, the company's financial report during the relevant period, etc., and effectively communicated with the relevant personnel of the listed company. Accuracy and completeness are assumed.

This independent financial adviser's report is prepared in accordance with the requirements of laws, regulations and normative documents such as the Company Law, the Securities Law and the Administrative Measures, and based on the relevant information provided by the listed company.

3. Basic assumptions

The independent financial adviser's report issued by this financial adviser is based on the following assumptions:

(1) There are no major changes in the relevant laws, regulations, and policies currently in force of the State;

(2) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;

(3) The relevant documents issued by the listed company for the restricted stock incentive plan are true and reliable;

(4) There are no other obstacles to the restricted stock incentive plan, and all the agreements involved can be validly approved and finally completed as scheduled;

(5) The parties involved in the restricted stock incentive plan can fully perform all obligations in accordance with the terms of the incentive plan and related agreements in good faith and in good faith;

(6) There is no significant adverse impact caused by other unpredictable and irresistible factors.

4. The main contents of the restricted stock incentive plan

According to the current policy environment in China and the actual situation of Anji Technology, Anji Technology implements this restricted stock incentive plan for the company's incentive objects. This independent financial adviser's report will provide a professional opinion on this incentive plan.

(1) The scope and distribution of incentive targets

1. No more than 245 people will be involved in this incentive plan, accounting for the public as of December 31, 2024

40.43% of the total number of employees of the company are directors, senior managers, core technical personnel, and other personnel deemed by the board of directors to be incentive.

The above incentive recipients must have an employment or labor relationship with the Company or its branches and subsidiaries at the time of the Company's grant of restricted shares and during the assessment period specified in this incentive plan.

2. The incentive objects of this incentive plan include shareholders who hold more than 5% of the shares of listed companies in total

Ms. Shumin Wang. The reason for the inclusion of Shumin Wang in this incentive plan is that Ms. Shumin Wang has served as the chief executive officer, director and director of Anji Microelectronics (Shanghai) Co., Ltd. since September 2004

Chief, Executive Director and General Manager; Director of Anji Microelectronics Co., Ltd. since November 2004;

From February 2006 to June 2017, he successively served as director, chairman and chairman of Anji Co., Ltd. (the predecessor of the company).

Managing director; Since August 2015, he has served as a director of Taiwan Anji Microelectronics Technology Co., Ltd.; May 2017 to

He is currently the executive director and general manager of Ningbo Anji Microelectronics Technology Co., Ltd.; Since January 2021, he has served as an executive director and manager of Ningbo Anji Equity Investment Co., Ltd.; Since July 2021, he has served as the executive director and manager of Beijing Anji Microelectronics Technology Co., Ltd.; Since December 2021, he has served as Shanghai Anji Electronic Materials Co., Ltd

Executive Director; SINCE APRIL 2022, HE HAS SERVED AS THE DIRECTOR OF ANJI MICROELECTRONICS PTE. LTD.

From June 2017 to April 2024, he served as the general manager of the company. Since June 2017, he has served as the chairman of the company.

Ms. Shumin Wang has been involved in the company's operations for more than 20 years and has extensive industry experience

management experience, participation in this incentive plan is based on the status of the company's officers and not shareholders; At the same time, the number of restricted shares granted to Ms. Shumin Wang (see below for the specific number) is also appropriate to her job responsibilities. Therefore, the Company believes that the inclusion of Ms. Shumin Wang as the incentive object in this incentive plan is in line with the actual situation and future development needs of the Company, and is in line with the provisions of the Listing Rules and other relevant laws and regulations, and is necessary and reasonable.

3. The above incentive objects include some foreign employees, and the reason why the company includes them in this incentive plan is that the company is committed to the international development strategy, has business dealings with customers in Taiwan, the United States, Singapore and other places, and the foreign employees included in the incentive objects play an important role in the company's daily management, technology, business, operation and other aspects to varying degrees. The foreign incentive objects are all talents in short supply, who play an important role in the company's technology research and development and business development.

The distribution of restricted shares granted under this incentive plan among the incentive recipients is shown in the following table:

Restricted shares granted are limited to the amount of incentives

Name Position Number of Votes (10,000 shares) Total Number of Shares Stocks on the date of announcement

Proportional Proportion of the total amount of capital

1. Directors, senior management personnel and core technical personnel

Shumin Wang Chairman 5.232 6.40% 0.04%

(Wang Shumin)

Zhang Ming 5.064 6.20% 0.04%

(Zhang Ming)

Yuchun WangDeputy General Manager, Core Technologist 3.024 3.70% 0.02%

(Wang Yuchun) member

Yang Xun Director, Deputy General Manager, Director 2.528 3.09% 0.02%

Will be the secretary

Rong Liu Chief Financial Officer 1.588 1.94% 0.01%

Jing Jianfen Core technical personnel 1.588 1.94% 0.01%

Peng Hongxiu Core technical personnel 1.588 1.94% 0.01%

Wang Xucheng Core technical personnel 1.588 1.94% 0.01%

Shoutian Li(李 Core Technical Personnel 1.200 1.47% 0.01%

Morita)

Subtotal 23.400 28.63% 0.18%

2. Other personnel who the Board of Directors deems necessary to be motivated

Senior management (29 people) 15.192 18.59% 0.12%

Senior technical personnel (129 people) 30.138 36.87% 0.23%

Senior business personnel (78 people) 13.002 15.91% 0.10%

Total 245 81.732 100.00% 0.63%

Note: 1. The shares of Anji Technology granted by any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period do not exceed 1% of the company's total share capital. The total number of underlying shares involved in all the company's incentive plans during the validity period shall not exceed 20% of the company's total share capital at the time the equity incentive plan is submitted to the general meeting of shareholders.

2. The incentive objects of this plan do not include independent directors, supervisors, actual controllers of listed companies and their spouses, parents and children;

3. If there is any difference in the mantissa between the partial total and the sum of the detailed numbers in the above table, it is due to rounding.

(2) The method, source and quantity of incentives

1. The incentive method and stock source of this incentive plan

The incentive tools used in this incentive plan are the second type of restricted stocks, and the source of the underlying shares involved is the company's A-share ordinary shares issued to the incentive recipients and/or repurchased from the secondary market.

2. The number of restricted shares granted

This incentive plan intends to grant no more than 817,320 restricted shares to the incentive recipients, accounting for about this incentive

0.63% of the company's total share capital of 12,9213,274 shares at the time of the announcement of the draft plan.

(3) The validity period, grant date, and vesting arrangement of the restricted shares

1. Validity of the Program

The incentive plan is valid for a maximum of 36 months from the date of grant of restricted shares to the date on which all restricted shares granted to the incentive recipients are vested or invalidated.

2. Date of Award

The grant date of this incentive plan shall be determined by the board of directors after being deliberated and approved by the general meeting of shareholders of the company.

3. Vesting arrangement

The restricted shares granted by this incentive plan will be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions, and the vesting date must be the trading day within the validity period of this incentive plan, but shall not vest within the following periods:

(1) Within 15 days before the announcement of the company's annual report and semi-annual report, if the announcement date of the annual report and semi-annual report is postponed due to special reasons, it shall be counted from 15 days before the original scheduled announcement date to 1 day before the announcement;

(2) Within 5 days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of a major event that may have a greater impact on the trading price of the company's securities and its derivatives or in the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material events that should be disclosed by the Company in accordance with the provisions of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. During the validity period of this incentive plan, if the relevant laws, regulations, normative documents and the Articles of Association of the Company prohibit the company's directors and senior management from buying or selling

If the period of the shares is adjusted, the non-vesting period of the authorized benefits of the incentive object of this incentive plan shall be adjusted accordingly.

The vesting period and vesting arrangements of the restricted shares of this incentive plan are as follows:

The number of vested rights is accounted for

Vesting Arrangement Vesting time

Proportion of total equity to be given

From the first trading day after 12 months from the date of grant

1st vesting period 50%

The date of giving is the last trading day within 24 months

From the first trading day after 24 months from the date of grant

2nd vesting period 50%

The date of grant shall be the last trading day within 36 months

The restricted shares granted to the incentive recipients under this incentive plan shall not be transferred, used as collateral or to repay debts before vesting. The restricted shares that have been granted but have not yet vested to the incentive recipients are subject to the vesting conditions at the same time, and shall not be transferred, used for guarantee or repayment of debts before vesting, and if the restricted shares are not attributable at that time, the shares obtained for the aforementioned reasons shall also not be vested.

(4) The method of determining the grant price and grant price of restricted shares

1. The grant price of the restricted shares

The grant price of the restricted shares is 84.48 yuan per share, that is, the grant conditions and vesting conditions are met

After that, the incentive recipient can purchase the company's A common shares at a price of 84.48 yuan per share.

2. The method of determining the grant price of restricted shares

(1) Pricing method

The grant price of this incentive plan is 84.48 yuan per share, which is not less than the par amount of the shares and is not less than

The higher of the following prices:

50% of the average trading price of the company's A shares of 168.96 yuan per share on the first trading day before the announcement of this incentive plan,

i.e. 84.48 yuan / share;

In the 120 trading days before the announcement of this incentive plan, the average trading price of the company's A shares was 153.13 yuan per share

50%, or 76.57 yuan per share.

(2) Pricing basis

The grant price and pricing method of the restricted shares are to ensure the continuity of the company's equity incentive culture and the effectiveness of the incentive plan, further stabilize and motivate the core team, and provide long-term stability for the company

Development provides mechanisms and talent guarantees.

The company's main business is the R&D and industrialization of key semiconductor materials, and the talent barriers to entering this field are high, and the continuous scientific and technological innovation and customer support services of core talents are closely related to the company's future development. Fully guaranteeing the effectiveness of equity incentives is an important way for companies to retain and attract outstanding talents. The company's business environment is facing many challenges, including industry cycles, technological innovation, talent competition, etc., the incentive plan grant price is conducive to the company in different business environments to ensure the effectiveness of equity incentives, so that the company has the initiative in the industry and global talent competition. The pricing of the equity incentive plan comprehensively considers the effectiveness of the incentive plan and the impact of the company's share-based payment expenses, and reasonably determines the scope of incentive objects, vesting time and the number of rights and interests granted, follows the principle of reciprocity of incentive constraints, will not have a negative impact on the company's operation, reflects the company's actual incentive needs, and is reasonable.

To sum up, on the basis of complying with relevant laws, regulations and normative documents, the company decided to determine the restricted stock grant price of this incentive plan at 84.48 yuan per share, and the implementation of the incentive plan will more stabilize the employee team and realize the deep binding of employee interests and shareholders' interests.

(5) Conditions for the granting and attribution of incentive plans

1. Conditions for the grant of restricted shares

If the following grant conditions are met at the same time, the company shall grant restricted shares to the incentive recipients, otherwise, if any of the following grant conditions are not met, the restricted shares cannot be granted to the incentive recipients:

(1) The Company does not have any of the following circumstances:

1) The financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot be presented

Opinion on the audit report;

2) The internal control of financial reporting for the most recent fiscal year has been issued by a certified public accountant with an adverse opinion or none

audit report of the legal opinion;

3) Failure to comply with laws and regulations, articles of association, and public commitments within the last 36 months after listing

the distribution of profits;

4) Where laws and regulations prohibit the implementation of equity incentives;

5) Other circumstances as determined by the China Securities Regulatory Commission.

(2) The incentive recipient does not have any of the following circumstances:

1) has been identified as an unfit 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 within the last 12 months;

3) In the past 12 months, the administrative department of the China Securities Regulatory Commission and its dispatched agencies has been arrested for major violations of laws and regulations

imposing fines or imposing market bans;

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 as determined by the China Securities Regulatory Commission.

2. Vesting conditions for restricted shares

The restricted shares granted to the incentive recipients must meet the following vesting conditions at the same time before they can be vested in batches:

(1) The Company does not have any of the following circumstances:

1) The financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or cannot be presented

Opinion on the audit report;

2) The internal control of financial reporting for the most recent fiscal year has been issued by a certified public accountant with an adverse opinion or none

audit report of the legal opinion;

3) Failure to comply with laws and regulations, articles of association, and public commitments within the last 36 months after listing

the distribution of profits;

4) Where laws and regulations prohibit the implementation of equity incentives;

5) Other circumstances as determined by the China Securities Regulatory Commission.

(2) The incentive recipient does not have any of the following circumstances:

1) has been identified as an unfit 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 within the last 12 months;

3) In the past 12 months, the administrative department of the China Securities Regulatory Commission and its dispatched agencies has been arrested for major violations of laws and regulations

imposing fines or imposing market bans;

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 as determined by the China Securities Regulatory Commission.

In the event of any of the circumstances specified in Article (1) above, the restricted shares that have been granted but not vested by all incentive recipients in accordance with this incentive plan shall be cancelled and invalidated; In the event that the incentive object shall not be granted restricted shares as specified in Article (2) above, the restricted shares that have been granted but not yet vested by the incentive object shall be cancelled and invalidated.

(3) The incentive recipient meets the requirements of the tenure of each attribution period

Each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 12 months before vesting

Limit.

(4) Meet the performance appraisal requirements at the company level

The restricted stock granted under this incentive plan is assessed for two fiscal years from 2025 to 2026

Assessed once a fiscal year. Based on the company's operating income in 2024, the company-level attribution ratio corresponding to the performance assessment target of each year is determined according to the annual cumulative operating income growth rate (X) of the cumulative value of operating income in each assessment year. The performance appraisal objectives of each assessment year are arranged as follows:

Corresponding to the company level used in the assessment year

Vesting period Performance appraisal objectives

Attributable proportion of operating income in the nuclear year

X ≧ global semiconductor materials market revenue

100%

into the growth rate

Global semiconductor materials market revenue

The first

2025 2025 Operating income growth rate revised down 20%≦X< Global Semiconductors 80%

Vesting Period

Growth rate of operating revenue in the bulk materials market

X < the operating revenue of the global semiconductor materials market

0

Downward revision of growth rate by 20%

X ≧ global semiconductor materials market revenue

100%

into the growth rate

Global semiconductor materials market revenue

The second in 2025 and 2026 two

2026 Growth Rate Revised Down 20%≦X< Global Semiconductors 80%

Vesting period The cumulative value of annual operating income

Growth rate of operating revenue in the bulk materials market

X < the operating revenue of the global semiconductor materials market

0

Downward revision of growth rate by 20%

Note: 1. The above "operating income" is calculated based on the data contained in the consolidated statements audited by an accounting firm with securities and futures qualifications hired by the company.

2. The operating revenue of the global semiconductor materials market refers to the phase announced by the International Semiconductor Industry Association (SEMI) in the current year

The overall size of the global semiconductor materials market should be taken (if SEMI is not published or not published in a timely manner, other authoritative data can be used);

3. The growth rate of operating income in the global semiconductor materials market = the cumulative value of operating income in each assessment year is fixed to 2024

The annual cumulative operating income growth rate (with Anji Technology's cumulative operating income growth rate algorithm for each assessment year, growth

The rate will be rounded to two decimal places).

(5) Meet the performance appraisal requirements at the individual level

The individual-level performance appraisal of the incentive object shall be organized and implemented in accordance with the current relevant regulations of the company, and the actual number of shares attributable to the incentive object shall be determined according to the assessment results. The performance appraisal results of the incentive object are divided into four grades: excellent, good, qualified and unqualified (the individual performance appraisal of the year when the incentive object leaves during the assessment period is deemed to be unqualified), and the actual number of shares attributable to the incentive object will be determined according to the corresponding individual-level vesting ratio in the following assessment rating table:

Evaluation results Excellent (A) Good (B) Pass (C) Unqualified (D)

Individual-level attribution ratio: 100%, 90%, 80%, 0

The actual number of restricted shares vested by the incentive object in the current year = the number of individual planned vesting in the current year× the company-level vesting ratio × the individual-level vesting ratio.

If the restricted shares vested in the current plan of the incentive recipient cannot be vested or cannot be fully vested due to assessment reasons, part of them shall be invalidated and invalidated, and cannot be deferred to a later year.

(6) Other contents of the incentive plan

For other details of the equity incentive plan, please refer to the 2025 Restricted Stock Incentive Plan (Draft) of Anji Microelectronics Technology (Shanghai) Co., Ltd.

5. Advice from an independent financial adviser

(1) Verification opinions on whether Anji Technology's 2025 restricted stock incentive plan complies with policies and regulations

1. Anji Technology does not have the circumstances that cannot exercise the equity incentive plan as stipulated in the "Administrative Measures":

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

(3) In the last 36 months after listing, there has been a failure to comply with laws and regulations, the articles of association, and public commitments

the distribution of profits;

(4) Circumstances where laws and regulations prohibit the implementation of equity incentives;

(5) Other circumstances determined by the China Securities Regulatory Commission that the equity incentive plan shall not be implemented.

2. The incentive objects, stock sources and sources determined by Anji Technology's 2025 restricted stock incentive plan

The types, total amount of incentives and the distribution of restricted shares among the incentive recipients, the source of funds, the method of determining the grant price, the grant conditions, the validity period, the lock-up period, the vesting arrangement, how to implement the plan when the personal circumstances of the incentive recipients change, and the changes to the plan are all in accordance with the provisions of relevant laws, regulations and normative documents.

And Anji Technology promises that the plan will be terminated immediately if one of the following circumstances occurs:

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

(3) In the last 36 months after listing, there has been a failure to comply with laws and regulations, the articles of association, and public commitments

the distribution of profits;

(4) Circumstances where laws and regulations prohibit the implementation of equity incentives;

(5) Other circumstances determined by the China Securities Regulatory Commission that it is necessary to terminate the incentive plan.

When the company terminates the plan, all restricted shares that have been granted but not vested under the plan shall not be vested and shall be invalidated.

3. The implementation of this plan will not lead to the equity distribution not meeting the requirements of the listing conditions.

After verification, the independent financial adviser believes that Anji Technology's 2025 restricted stock incentive plan is compliant

Comply with the provisions of relevant policies and regulations.

(2) Verification opinions on the feasibility of the company's implementation of the equity incentive plan

The restricted stock incentive plan clearly stipulates the effective effect of the incentive plan, the granting of restricted shares to the incentive object, the vesting procedures, etc., which are in accordance with the relevant provisions of relevant laws, regulations and normative documents, and the equity incentive plan is feasible in operation.

After verification, the independent financial adviser believes that Anji Technology's 2025 restricted stock incentive plan is compliant

Comply with the provisions of relevant laws, regulations and normative documents, and have feasibility in operating procedures.

(3) Verification opinions on the scope and qualifications of incentive recipients

The scope and eligibility of all incentive objects of Anji Technology's 2025 restricted stock incentive plan are relevant

The provisions of laws, regulations and normative documents do not exist in the following phenomena:

(1) has been 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 within the last 12 months;

(3) In the past 12 months, it has been administratively imposed by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations

penalties or market bans;

(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 a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

There are no independent directors or supervisors of the company among the incentive recipients.

After verification, the independent financial adviser believes that Anji Technology's 2025 restricted stock incentive plan

The scope and eligibility of the specified incentive recipients are in accordance with Rule 10.4 of Chapter 10-10 of the Listing Rules.

(4) Verification opinions on the amount of equity grant in the equity incentive plan

1. The total amount of equity granted under the restricted stock incentive plan

The total amount of entitlements granted under Anji Technology's 2025 restricted stock incentive plan is in compliance with the Listing Rules

Stipulated: The total number of underlying shares involved in the equity incentive plan during the full validity period shall not exceed the public

20% of the total share capital of the company.

2. Distribution of the equity grant quota of the restricted stock incentive plan

In this incentive plan, the cumulative number of Anji Technology shares granted by any incentive recipient through the equity incentive plan within the full validity period does not exceed 1% of the company's total share capital.

After verification, the independent financial adviser believes that Anji Technology's 2025 restricted stock incentive plan

The total amount of equity granted is in accordance with Article 10.8 of Chapter 10 of the Listing Rules, and the amount of equity distribution for a single incentive object is in accordance with Article 14 of the Administrative Measures.

(5) Verification opinions on whether the listed company provides any form of financial assistance to the incentive recipients

The restricted stock incentive plan clearly stipulates that:

"The source of funds for the incentive recipients is self-raised funds of the incentive recipients", "The company undertakes not to provide loans or any other forms of financial assistance for the incentive recipients to obtain the relevant restricted stocks in accordance with this plan, including providing guarantees for their loans".

After verification, as of the date of issuance of this financial adviser's report, the independent financial adviser believes that in Anji Technology's 2025 restricted stock incentive plan, the listed company does not provide any form of financial assistance to the incentive recipients, which is in line with the provisions of Article 21 of the Administrative Measures.

(6) Verification opinions on the pricing method of the incentive plan award

The grant price of the restricted shares of Anji Technology is 84.48 yuan per share, which meets the grant conditions and

After vesting conditions, incentive recipients can purchase A shares of the company's common stock at a price of 84.48 yuan per share.

The grant price of this incentive plan is 84.48 yuan per share, which is not less than the par amount of the shares and is not less than

The higher of the following prices:

50% of the average trading price of the company's A shares of 168.96 yuan per share on the first trading day before the announcement of this incentive plan,

i.e. 84.48 yuan / share;

In the 120 trading days before the announcement of this incentive plan, the average trading price of the company's A shares was 153.13 yuan per share

50%, or 76.57 yuan per share.

1. The grant price and pricing method of the Company's restricted shares refer to Article 23 of the Administrative Measures and Article 10.6 of Chapter 10 of the Listing Rules, and the pricing method is feasible. Restricted Stocks

The award price and pricing method of the vote have been deliberated and approved by the board of directors and the remuneration and assessment committee of the board of directors of the company, and are in line with the provisions of relevant laws, regulations and normative documents;

2. The grant price and pricing method of the restricted shares are to ensure the continuity of the company's equity incentive culture and the effectiveness of the incentive plan, further stabilize and motivate the core team, and provide mechanism and talent guarantee for the company's long-term and steady development.

The company's main business is the R&D and industrialization of key semiconductor materials, and the talent barriers to entering this field are high, and the continuous scientific and technological innovation and customer support services of core talents are closely related to the company's future development. Fully guaranteeing the effectiveness of equity incentives is an important way for companies to retain and attract outstanding talents. The company's business environment is facing many challenges, including industry cycles, technological innovation, talent competition, etc., the incentive plan grant price is conducive to the company in different business environments to ensure the effectiveness of equity incentives, so that the company has the initiative in the industry and global talent competition. The pricing of the equity incentive plan comprehensively considers the effectiveness of the incentive plan and the impact of the company's share-based payment expenses, and reasonably determines the scope of incentive objects, vesting time and the number of rights and interests granted, follows the principle of reciprocity of incentive constraints, will not have a negative impact on the company's operation, reflects the company's actual incentive needs, and is reasonable.

After verification, the independent financial adviser believes that Anji Technology's 2025 restricted stock incentive plan

The grant price is in accordance with Article 10.6 of Chapter 10 of the Listing Rules, and the relevant pricing basis and pricing method are reasonable and feasible, which is conducive to the smooth implementation of the incentive plan, the stability of the Company's existing core team and the introduction of outstanding high-end talents, and the sustainable development of the Company, and there is no harm to the interests of the listed company and all shareholders.

(7) Verification opinions on whether the equity incentive plan harms the interests of the listed company and all shareholders

1. The equity incentive plan complies with the provisions of relevant laws and regulations

Anji Microelectronics Technology (Shanghai) Co., Ltd.'s 2025 restricted stock incentive plan is compliant

The relevant provisions of the Administrative Measures and the Listing Rules, and comply with the provisions of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, and the Guidelines for the Articles of Association of Listed Companies.

2. Timing and assessment of restricted stocks

The restricted shares granted by the incentive plan shall be vested in batches according to the agreed proportion after the incentive object meets the corresponding vesting conditions of each batch. The vesting conditions set by the plan include the requirements for the tenure period and the incentive objects

Each batch of restricted shares granted must meet a tenure of more than 12 months before vesting. The proportion of restricted shares vested in each batch is 50% and 50% of the total number of shares granted, respectively.

After the vesting conditions are met, Anji Technology will handle the vesting of restricted shares for the incentive objects that meet the vesting conditions, and the restricted shares granted to the incentive objects that do not meet the vesting conditions shall not be vested and invalidated.

Such an attribution arrangement reflects the medium and long-term nature of the plan, and at the same time establishes a reasonable company-level performance appraisal and individual-level performance appraisal methods to prevent short-term interests and closely bind the interests of shareholders and employees.

After verification, the financial adviser believes that Anji Technology's 2025 restricted stock incentive plan does not exist

Any situation that harms the interests of the listed company and all shareholders is in accordance with Articles 24 and 25 of the Administrative Measures and Articles 10.5 and 10.7 of Chapter 10 of the Listing Rules.

(8) Financial opinions on the implementation of the company's equity incentive plan

According to the relevant provisions of the Accounting Standards for Business Enterprises issued by the Ministry of Finance in March 2006, restricted shares

Bills are equity-based remuneration paid out of equity and should be amortized during the effective period at the fair value at the time of grant.

In accordance with the provisions of Accounting Standard for Business Enterprises No. 11 - Share-based Payment, the company will return on the date of grant

On each balance sheet date of the calendar period, the estimated number of attributable restricted shares is revised based on the latest changes in the number of attributable persons and subsequent information such as the completion of performance indicators, and the services obtained in the current period are included in the relevant costs or expenses and capital reserve according to the fair value of the restricted stock grant date.

In order to truly and accurately reflect the impact of the company's implementation of the equity incentive plan on the company, the independent financial adviser believes that under the premise of complying with the "Accounting Standards for Business Enterprises No. 11 - Share Payment", Anji Technology should measure, extract and account for the expenses arising from the equity incentive in accordance with the requirements of the relevant regulatory authorities, and at the same time draw the attention of shareholders to the possible dilution impact, and the specific impact on the financial position and operating results should be subject to the annual audit report issued by the accounting firm.

(9) Opinions on the impact of the company's implementation of the equity incentive plan on the listed company's ability to continue operating and shareholders' rights and interests

After the restricted stock is granted, the intrinsic benefit mechanism of the equity incentive determines that the implementation of the entire incentive plan will have a continuous positive impact on the listed company's ability to continue operating and shareholders' equity

When the company's stock price rises, the benefits obtained by the incentive recipients and the interests of all shareholders change in the same proportion.

Therefore, the implementation of the equity incentive plan can closely combine the interests of the management with the company's ability to continue operating and the interests of all shareholders, and have a positive impact on the improvement of the listed company's ability to continue operating and the increase of shareholders' equity.

After analysis, the independent financial adviser believes that in the long run, the implementation of Anji Technology's equity incentive plan will have a positive impact on the listed company's ability to continue operating and shareholders' equity.

(10) Opinions on the reasonableness of the performance appraisal system and appraisal methods of listed companies

The assessment indicators of Anji Technology's 2025 restricted stock incentive plan are divided into two levels, which are the company

Level performance appraisal, individual level performance appraisal.

The company selects the cumulative operating income growth rate as the company-level performance evaluation index, and the above indicators are the company's core financial indicators. Operating income is an important indicator to measure the operating status and market share of an enterprise, and to predict the trend of business expansion. The company's main business is the R&D and industrialization of key semiconductor materials, and its current products include different series of chemical mechanical polishing slurries, functional wet electronic chemicals, electroplating solutions and additives, which are mainly used in the fields of integrated circuit manufacturing and advanced packaging. On the one hand, the semiconductor industry is affected by macroeconomic, geopolitical and technological development, and is in a stage of cyclical fluctuations. On the other hand, the semiconductor materials industry is in the upstream link of the entire semiconductor industry chain, with high technical threshold, large R&D investment, long R&D cycle, etc., and the company's future performance is greatly affected by industry fluctuations. Under the strategic positioning of "based in China and serving the world", the company takes the growth rate of the global semiconductor materials market as the basis for the comparison of the company's performance indicators, and sets up a ladder attribution assessment model to realize the dynamic adjustment of the performance growth level and the equity attribution ratio. The above indicators comprehensively consider the company's future development plan on the basis of the company's industry situation, which is conducive to improving the company's overall operating ability and further improving the company's comprehensive competitiveness.

In addition to the company-level performance appraisal, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of the incentive object. The company will determine whether the individual of the incentive object meets the conditions for attribution based on the results of the relevant annual performance appraisal of the incentive object.

After analysis, the independent financial adviser believes that the performance appraisal system and assessment methods determined in the equity incentive plan of Anji Technology are reasonable and rigorous.

(11) Miscellaneous

According to the incentive plan, in addition to meeting the performance appraisal indicators, the restricted shares granted to the incentive recipients must meet the following conditions before they can be vested:

1. Anji Technology has not experienced any of the following situations:

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

(3) In the last 36 months after listing, there has been a failure to comply with laws and regulations, the articles of association, and public commitments

the distribution of profits;

(4) Circumstances where laws and regulations prohibit the implementation of equity incentives;

(5) Other circumstances determined by the China Securities Regulatory Commission that it is necessary to terminate the incentive plan.

2. The incentive recipient does not have any of the following circumstances:

(1) has been 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 within the last 12 months;

(3) In the past 12 months, it has been administratively imposed by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations

penalties or market bans;

(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 a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

In the event of any of the circumstances specified in Article 1 above, all incentive recipients shall be subject to this incentive plan

Restricted shares that have been granted but have not yet vested shall not vest; In the event that the incentive recipient shall not be granted restricted shares as specified in Article 2 above, the restricted shares that have been granted to the incentive object but have not yet vested shall not be vested.

3. The incentive object meets the requirements of the tenure of each attribution period

Each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 12 months before vesting

Limit.

After analysis, the Financial Adviser believes that the above conditions are in compliance with Article 18 of the Administrative Measures and Article 10.7 of Chapter 10 of the Listing Rules.

(12) Other matters that shall be explained

1. The main content of the equity incentive plan provided in the fourth part of this independent financial adviser's report is for the purpose of convenient argumentation and analysis, and is summarized from the "Anji Microelectronics Technology (Shanghai) Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)", which may not be completely consistent with the original text, and investors are requested to refer to the original text of the company's announcement.

2. As the independent financial adviser of Anji Technology's equity incentive plan, investors are hereby requested to note that the implementation of Anji Technology's equity incentive plan is subject to the approval of the resolution of the general meeting of shareholders of Anji Technology.

6. Documents for reference and consultation methods

(1) Documents for reference

1. Anji Microelectronics Technology (Shanghai) Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)

2. Resolution of the 18th meeting of the third board of directors of Anji Microelectronics Technology (Shanghai) Co., Ltd

3. Resolution of the third meeting of the third remuneration and assessment committee of the board of directors of Anji Microelectronics Technology (Shanghai) Co., Ltd

4. The verification opinions of the Remuneration and Appraisal Committee of the Board of Directors of Anji Microelectronics Technology (Shanghai) Co., Ltd. on the company's 2025 restricted stock incentive plan (draft).

(2) Methods of consultation

Company Name: Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd

Attn: Jin Chuanrong

Contact number: 021-52583137

Fax: 021-52588686

Address: No. 639, Xinhua Road, Shanghai

Zip code: 200052