Stock abbreviation: Jingchen shares Stock code: 688099

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

concerning

Amlogic Semiconductor (Shanghai) Co., Ltd

2025 Restricted Stock Incentive Plan (Draft)

it

Independent Financial Adviser Report

April 2025

directory

I. 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...... 7

(3) The validity period, grant date and vesting arrangement of restricted shares ...... 7

(4) Methods for determining the grant price and grant price of restricted shares ...... 8

(5) Conditions for the granting and vesting of incentive plans...... 9

(6) Other contents of the incentive plan...... 12

V. Independent Financial Adviser's Opinion ...... 13 (1) Check whether the 2025 restricted stock incentive plan of Jingchen shares complies with the provisions of policies and regulations

Check the opinion...... 13

(2) Verification opinions on the feasibility of the company's implementation of the equity incentive plan ...... 14

(3) Verification opinions on the scope and qualifications of incentive objects...... 14

(4) Verification opinions on the amount of equity granted in the equity incentive plan ...... 14 (5) Verification opinions on whether the listed company provides any form of financial assistance to the incentive recipients.... 15

(6) Verification opinions on the pricing method of the incentive plan grant price ...... 15 (7) The intention to verify whether the equity incentive plan harms the interests of the listed company and all shareholders

See...... 16

(8) Financial opinions on the implementation of the company's equity incentive plan ...... 17 (9) The impact of the company's implementation of the equity incentive plan on the listed company's ability to continue operating and shareholders' equity

See...... 17

(10) Opinions on the reasonableness of the performance appraisal system and appraisal methods of listed companies...... 18

(11) Others ...... 18

(12) Other matters that shall be explained...... 19

6. Documents for reference and consultation methods ...... 21

(1) Documents for reference ...... 21

(2) Consultation method ...... 21

1. Interpretation

1. Jingchen shares, the company, listed companies, and companies: refers to Jingchen Semiconductor (Shanghai) Co., Ltd.

2. The Incentive Plan, the Plan, and the Restricted Stock Incentive Plan: refers to Jingchen Semiconductor (Shanghai) Co., Ltd

The Company's 2025 Restricted Stock Incentive Plan.

3. Restricted Stocks, Class II Restricted Stocks: Incentive recipients who meet the conditions for granting this incentive plan are full

The shares of the Company that have been acquired and registered in installments after the corresponding vesting conditions have been met.

4. Incentive object: directors of the company, its subsidiaries and branches who have obtained restricted shares in accordance with the provisions of this incentive plan

affairs, senior management, core technical personnel, management, technical and business backbone personnel.

5. Grant Date: The date on which the company grants restricted shares to the incentive recipients, and the grant date must be the trading date.

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 making of restricted shares granted to the incentive recipients

The period during which the lapse is invalidated.

8. Vesting: After the restricted stock incentive recipient meets the benefit conditions, the listed company will register the shares with the incentive object

Behavior of the Account.

9. Vesting conditions: The restricted stock incentive plan is established, and the incentive object needs to be satisfied in order 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 (Revised in 2025)

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 Amlogic Semiconductor (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 Jingchen shares, 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 is no omission, false or misleading statement, and are responsible for its 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 Jingchen shares, the impact on the rights and interests of shareholders and the continuous operation of the listed company, and does not constitute any investment advice on Jingchen shares, 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 Jingchen shares, Jingchen shares implement 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 649 people will be involved in this incentive plan, accounting for about the total number of companies by the end of 2024

35.50% of the number of employees. These include:

(1) Directors and senior management;

(2) core technical personnel;

(3) Management key personnel;

(4) Technical backbone personnel;

(5) Business backbone personnel.

All incentive recipients must have an employment or employment 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 above incentive objects include some foreign employees, and the reason why the company includes them in this incentive plan is: the company implements an internationalization strategy, and overseas business is an important part of the company's sustainable development in the future; 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. Equity incentive is a common incentive method for overseas companies, and this incentive plan will further promote the construction and stability of the company's core talent team, thereby contributing to the company's long-term development.

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

Name Nationality Position Restricted Shares Authorized Shares Share Capital of the Company

Number of votes (shares) Proportion of total amount

1. Directors, senior management personnel and core technical personnel

Jingwei Gao China Chief Financial Officer 21,250 0.36% 0.005%

Yu Li China Director & Secretary of the Board of Directors 27,500 0.46% 0.007%

Zhong Fuyao China Core technical personnel 72,500 1.22% 0.017%

Pan Zhaorong China Core technical personnel 72,500 1.22% 0.017%

Shiming China Core technical personnel 62,500 1.05% 0.015%

Second, the backbone of management, technology, business

Management backbone (60 people) 415,075 6.96% 0.099%

Technical backbone (569 people) 5,155,375 86.48% 1.228%

Business backbone (15 people) 134,400 2.25% 0.032%

Total (649 people) 5,961,100 100.00% 1.420%

Note: 1. The shares of the Company granted to any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the Company. The total number of underlying shares involved in all effective incentive plans of the Company shall not exceed 20% of the total share capital of the Company at the time of submission of the equity incentive plan to the general meeting of shareholders.

2. The incentive objects of this plan do not include independent directors, supervisors, shareholders who individually or collectively hold more than 5% of the shares of the listed company, the actual controller of the listed company 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 directional issuance to the incentive recipients and/or the repurchase of the company's A-share ordinary shares from the secondary market.

2. The number of restricted shares granted

This incentive plan intends to grant no more than 5,961,100 restricted shares to the incentive recipients, accounting for about this incentive

1.420% of the company's total share capital of 41,9935,640 shares at the time of the announcement of the draft plan. This grant is a one-time grant with no reserved benefits.

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

1. Validity period of this incentive plan

The incentive plan is valid for a maximum of 60 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, and the grant date must be the trading date.

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 date, 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 is postponed due to special reasons, it shall be counted from the 15th day before the original scheduled announcement date to the day before the announcement;

(2) Within five 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 matters that the Company should disclose in accordance with the provisions of the Listing Rules.

The vesting period and vesting arrangements of the restricted shares granted under 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 25%

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 25%

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

From the first trading day after 36 months from the date of grant

3rd vesting period 25%

The last trading day within 48 months from the date of grant

From the first trading day after 48 months from the date of grant

4th vesting period 25%

The last trading day within 60 months from the date of grant

The restricted shares granted to the incentive recipients shall not be transferred, used for guarantee or repayment of 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 of this incentive plan is 36.58 yuan per share, that is, after the vesting conditions are met,

Incentive recipients can purchase A shares of the company's common stock at a price of $36.58 per share.

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

The grant price of restricted shares in this incentive plan is 36.58 yuan per share, which is not lower than the par amount of the shares, and

Not less than the higher of the following prices:

One trading day before the announcement of the draft incentive plan, the average trading price of the company's A shares was 69.51 yuan per share

50%, or 34.76 yuan per share;

In the 20 trading days before the announcement of the draft incentive plan, the average trading price of the company's A-shares was 73.15 yuan per share

50%, or 36.58 yuan per share.

3. Pricing basis

The grant price of the restricted shares is determined based on the principle of reciprocity of incentives and constraints, with the fundamental purpose of promoting the development of the company and safeguarding the rights and interests of shareholders, which will help further stabilize and motivate the core team and provide mechanisms and talent guarantees for the company's long-term and steady development.

The grant price of restricted shares in this incentive plan is determined after comprehensively considering the continuity of the company's incentive culture, the effectiveness of the incentive plan, and summarizing the experience of historical incentive plans. The pricing of restricted shares comprehensively considers the impact of the company's share-based payment expenses, employees' ability to contribute capital and other factors, 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 grant price of the restricted shares at 36.58 yuan per share, and the implementation of the incentive plan will more stabilize the core team and realize the deep binding of the interests of key employees and shareholders.

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

1. Conditions for the grant of restricted shares

When the following grant conditions are met at the same time, the company will 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 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) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) Other circumstances 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 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) Administrative penalties imposed by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations in the past 12 months

or take measures to ban market access;

(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.

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 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) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) Other circumstances 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 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) Administrative penalties imposed by the China Securities Regulatory Commission and its dispatched agencies for major violations of laws and regulations in the past 12 months

or take measures to ban market access;

(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, 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; Incentive recipients have the occurrence of (2) above

In one of the prescribed circumstances, the restricted shares that have been granted but not yet vested by the incentive recipient 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 assessment year of this incentive plan is four fiscal years from 2025 to 2028, and each fiscal year will be assessed one

Times. The cumulative value of chip shipments in each assessment year is assessed, and the performance assessment target arrangement for each year is shown in the following table:

Attribution arrangement corresponds to the performance appraisal target of the assessment year

By the end of 2025, the cumulative shipments of wireless connectivity chips and vision system chips will be accumulated

The first vesting period is 2025

The value is higher than 66.28 million

By the end of 2026, the cumulative shipments of wireless connectivity chips and vision system chips will be accumulated

The second vesting period is 2026

The value is higher than 102.4 million

By the end of 2027, the cumulative shipments of wireless connectivity chips and vision system chips will be accumulated

The third vesting period is 2027

The value is higher than 156.5 million

By the end of 2028, the cumulative shipments of wireless connectivity chips and vision system chips will be accumulated

Fourth vesting period 2028

The value is higher than 237.6 million

Note: The cumulative value of the company's shipments of wireless connectivity chips and vision system chips by the end of 2024 is 42.36 million units.

(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 three grades: excellent, qualified and unqualified (the individual performance appraisal of the year when the incentive object leaves during the appraisal period is deemed to be unqualified), and the actual number of shares attributable to the incentive object is determined according to the corresponding individual-level vesting ratio in the following assessment rating table:

The evaluation result is excellent, qualified, unqualified

Individual-level attribution ratio 100% 80% 0

If the company-level assessment meets the standard, the actual number of restricted shares attributable to the incentive object in the current year = the number of individuals planned to vest in the current year × the proportion of individual-level vesting.

The restricted shares vested in the current plan of the incentive object cannot be vested or cannot be fully vested due to assessment reasons

The rights and interests shall be voided and cannot be deferred to future years.

(6) Other contents of the incentive plan

For other details of the equity incentive plan, please refer to Amlogic Semiconductor (Shanghai) Co., Ltd. 2025

Restricted Stock Incentive Plan (Draft).

5. Advice from an independent financial adviser

(1) Verification opinions on whether the 2025 restricted stock incentive plan of Jingchen shares complies with the provisions of policies and regulations

1. Jingchen shares do not have the "management measures" can not exercise the equity incentive plan:

(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 the 2025 restricted stock incentive plan of Jingchen shares

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 Jingchen shares promise that when one of the following circumstances occurs, the plan will be terminated:

(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 the 2025 restricted stock incentive plan of Jingchen shares 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 the 2025 restricted stock incentive plan of Jingchen shares 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

All the scope and qualifications of the 2025 restricted stock incentive plan of Jingchen are in line with the relevant ones

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 Jingchen shares 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 equity granted under the 2025 restricted stock incentive plan of Jingchen Co., Ltd. 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 shares granted to any incentive recipient through the equity incentive plan within the validity period of the whole period of the company does not exceed 1% of the total share capital of the company.

After verification, the independent financial adviser believes that Jingchen shares 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 of the incentive recipients is the self-raised funds of the incentive recipients", and "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 incentive 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 the 2025 restricted stock incentive plan of Jingchen shares, the listed company does not provide any form of financial assistance to the incentive object, 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 this incentive plan is 36.58 yuan per share, that is, after the vesting conditions are met,

Incentive recipients can purchase A shares of the company's common stock at a price of $36.58 per share.

The grant price of restricted shares in this incentive plan is 36.58 yuan per share, which is not lower than the par amount of the shares, and

Not less than the higher of the following prices:

One trading day before the announcement of the draft incentive plan, the average trading price of the company's A shares was 69.51 yuan per share

50%, or 34.76 yuan per share;

In the 20 trading days before the announcement of the draft incentive plan, the average trading price of the company's A-shares was 73.15 yuan per share

50%, or 36.58 yuan per share.

1. The grant price and pricing method of the restricted shares of Jingchen Co., Ltd. refer to Article 23 of the Administrative Measures and Article 10.6 of Chapter 10 of the Listing Rules. The grant price of restricted shares is fixed

The price method has been deliberated and approved by the board of directors and the remuneration and assessment committee of the board of directors of Jingchen Co., Ltd., which is in line with the provisions of relevant laws, regulations and normative documents;

2. The grant price of the restricted shares is determined based on the principle of reciprocity of incentives and constraints to facilitate it

The fundamental purpose of the company's development and safeguarding the rights and interests of shareholders is to further stabilize and motivate the core team, and provide mechanisms and talent guarantees for the company's long-term and steady development.

The grant price of restricted shares in this incentive plan is determined after comprehensively considering the continuity of the company's incentive culture, the effectiveness of the incentive plan, and summarizing the experience of historical incentive plans. The pricing of restricted shares comprehensively considers the impact of the company's share-based payment expenses, employees' ability to contribute capital and other factors, 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 Jingchen shares 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

Amlogic Semiconductor (Shanghai) Co., Ltd.'s 2025 restricted stock incentive plan is in line with the Regulation

The relevant provisions of the Measures and the Listing Rules, and comply with the provisions of the Company Law, the Securities Law and other relevant laws, regulations and normative documents.

2. Timing and assessment of restricted stocks

The restricted shares granted under this 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 a requirement for the tenure period, and each batch of restricted shares granted to the incentive recipient must meet the tenure period of more than 12 months before vesting. The proportion of restricted shares vested in each batch is 25% of the total number of shares granted.

After the vesting conditions are met, Jingchen shares 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 a vesting arrangement reflects the 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 the 2025 restricted stock incentive plan of Jingchen shares 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

In accordance with Accounting Standard for Business Enterprises No. 11 - Share-based Payment and Accounting Standard for Business Enterprises No. 22 -

- Recognition and Measurement of Financial Instruments", the company will revise the estimated number of attributable restricted shares on each balance sheet date from the grant date to the vesting date, based on the latest changes in the number of attributable persons and the completion of performance indicators, and include the services obtained in the current period into 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 Jingchen shares, in accordance with the "Accounting Standards for Business Enterprises No. 11 - Share-based Payment" and "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments", should be in accordance with the requirements of the relevant regulatory authorities, the expenses arising from the equity incentive should be measured, extracted and accounted for, and at the same time shareholders should be reminded of the possible dilution impact, specific impact on financial condition and operating results. The annual audit report issued by the accounting firm shall prevail.

(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 grant of restricted shares, the intrinsic interest mechanism of the equity incentive determines that the implementation of the entire incentive plan will have a continuous positive impact on the company's ability to continue operating and shareholders' equity: when the company's stock price rises due to the improvement of the company's performance, the benefits obtained by the incentive recipients and the interests of all shareholders are positively correlated with 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 Jingchen's equity incentive plan will have a positive impact on the 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 establishment of the assessment indicators of the company's incentive plan is in accordance with the basic provisions of laws and regulations and the articles of association. The assessment indicators are divided into two levels, namely company-level performance appraisal and individual-level performance appraisal.

The company's main business is the R&D, design and sales of system-level SoC chips and peripheral chips. In order to achieve this

The company's strategic planning, business objectives, and maintaining comprehensive competitiveness, this incentive plan decided to select chip shipments as the company's performance evaluation indicators.

According to the setting of the performance indicators of this incentive plan, the company's performance appraisal target is wireless by the end of 2025

The cumulative value of shipments of connectivity chips and vision system chips exceeded 66.28 million, the cumulative value of wireless connectivity chips and vision system chips by the end of 2026 exceeded 102.4 million, the cumulative value of wireless connectivity chips and vision system chips by the end of 2027 exceeded 156.5 million, and the cumulative value of wireless connectivity chips and vision system chips by the end of 2028 exceeded 237.6 million. The performance index is set in combination with the company's current situation, future strategic planning and the development of the industry and other factors are formulated, the set of assessment indicators for the future development is challenging, on the one hand, the index helps to enhance the company's competitiveness and mobilize the enthusiasm of employees, on the other hand, can focus on the company's future development strategic direction, stable business objectives to achieve.

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 incentive recipient meets the conditions for attribution based on the performance appraisal results of the previous year.

After analysis, the independent financial adviser believes that the performance appraisal system and assessment methods determined in the equity incentive plan of Jingchen 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. Jingchen shares did not occur any of the following situations:

(1) The financial accounting report of the most recent fiscal year has been issued a negative opinion by a certified public accountant or is unable to do so

an audit report expressing 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.

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 objects 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 stipulated 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 facilitating argumentation and analysis, and is summarized from the "Jingchen Semiconductor (Shanghai) Co., Ltd. 2025 Restricted Stock Incentive Plan (Draft)", which may not be completely consistent with the original text

The original text of the company's announcement shall prevail.

2. As an independent financial adviser of Jingchen's 2025 restricted stock incentive plan, we hereby invite investment

Note that the implementation of the 2025 restricted stock incentive plan of Jingchen is subject to the resolution of the general meeting of shareholders of Jingchen.

6. Documents for reference and consultation methods

(1) Documents for reference

1. "2025 Restricted Stock Incentive Plan (Draft)" of Amlogic Semiconductor (Shanghai) Co., Ltd. 2. Resolution of the 16th Meeting of the Third Board of Directors of Amlogic Semiconductor (Shanghai) Co., Ltd

3. Resolution of the 11th meeting of the Remuneration and Assessment Committee of the Board of Directors of Jingchen Semiconductor (Shanghai) Co., Ltd

(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