CITIC Securities Co., Ltd.

About Lanqi Technology Co., Ltd.

Verification opinions on joint investment and related transactions with related parties.

CITIC Securities Co., Ltd. (hereinafter collectively referred to as the "sponsor") as the sponsor of the initial public offering and listing of Lanqi Technology Co., Ltd. (hereinafter referred to as the "Company", "Lanqi Technology" or "Issuer"), in accordance with the "the People's Republic of China Company Law", "the People's Republic of China Securities Law", "Securities Issuance and Listing Sponsor Business Management Measures", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Science and Technology Innovation Board Listed Companies Continuous Supervision Measures (Trial)" And other laws and regulations, the joint investment and related transactions of the company and related parties have been verified, and the verification is as follows:

1. basic information of this connected transaction

According to the needs of the company's development strategy, in order to expand the company's layout in the field of automotive high-speed interconnect chips, and enhance the company's sustainable development capabilities and comprehensive competitive advantages, the company's wholly-owned subsidiary MontageTechnology Holdings Company Limited (hereinafter referred to as "Lanqi Cayman") intends to cooperate with the related party Intel

Capital Corporation, Yang Chonghe, Yunduan Media Group Limited and other investors participated.

Round B financing with Company A, in which Lanqi Cayman intends to subscribe for 2,995,000 shares of Company A for US $12.9935 million.

Series B preferred shares, representing approximately 6.84 per cent of its total share capital (on a fully diluted and conversion basis); Intel Capital

Corporation subscribed for 921,998 B- round preferred shares of Company A at US $4 million; Yang Chonghe 875000

S. dollars to subscribe for Company A's 201,687 Series B preferred shares; YunduanMediaGroupLimited subscribed for Company A's 201,687 Series B preferred shares at $875000.

IntelCapitalCorporation is a shareholder holding more than 5% of the company, and Yang Chonghe is a director of the company.

Chief Executive Officer, Yunduan Media Group Limited Stephen of Directors and Managing Directors of the Company

Kuong-Io a company controlled by Tai's father, this time Lanqi Cayman Capital with Intel, a related party.

Corporation, Yang Chonghe and Yunduan Media Group Limited jointly invest in Company A

The connected transaction does not constitute a major asset reorganization as stipulated in the Measures for the Administration of Major Asset Reorganization of Listed Companies and the Special Provisions on Major Asset Reorganization of Listed Companies on the Science and Technology Innovation Board.

The company and the related party Intel Capital Corporation the parent company Intel Corporation (including its controlling subsidiary.

There are daily related transactions between the company), and the amount of daily related transactions with it in the past 12 months has been the company.

For details, please refer to the Announcement on Estimated Amount of Daily Related Party Transactions in 2022 (Announcement No.: 2021-054) and the Announcement on Estimated Amount of Daily Related Party Transactions in 2023 (Announcement No.: 2023-011) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn). In addition to the above, as of the date of this connected transaction, the related transactions of the Company with the same related person or with different related persons in the past 12 months have not reached 1% of the latest audited total assets or market value of the listed company.

Basic information of 2. related persons

(I) association description

IntelCapitalCorporation is a shareholder holding more than 5% of the company, and Yang Chonghe is a director of the company.

Chief Executive Officer, Yunduan Media Group Limited Stephen of Directors and Managing Directors of the Company

Kuong-Io company controlled by Tai's father, according to the Rules Governing the Listing of Shares on the Shanghai Stock Exchange's CRE Board

According to regulations, Intel Capital Corporation, Yang Chonghe and Yunduan Media Group are Limited companies.

related parties. Apart from the above, there are no other related relationships between the related parties and the Company.

Basic information of (II) affiliates

1. Intel Capital Corporation

Enterprise Name Intel Capital Corporation

Established on April 6, 1998

Legal representative Tiffany Doon Silva

Residence Corporation Trust Center, 1209 Orange Street, City of Wilmington,

County of New Castle, Delaware, United States

Main business investment

The actual controller is indirectly owned by Intel Corporation.

Note on key financial data for 2022

Total assets $182.103 billion

Stockholders' equity attributable to parent $101.423 billion

Note: Intel Capital Corporation is a company wholly owned and indirectly owned by Intel Corporation and is not established for the purpose of this transaction. The company does not have access to Intel Capital Corporation financial data. The data in the above table are Intel Corporation financial data.

2. Yang Chonghe

Gender: Male, Nationality: United States

Occupation and position in the last three years: Chairman and CEO of the company since 2004.

3. Yunduan Media Group Limited

Enterprise Name Yunduan Media Group Limited

Established on November 21, 2012

Director Tai Kuai Lap

Residence Vistra Corporate Services Centre, Wickhams Cay II, Road Town,

Tortola, VG1110, British Virgin Islands

Main business investment

Tai Kuai Lap

Key Financial Data for 2022

Total assets $1.985 million

Net assets of $1.985 million

3. of the subject matter of related transactions

The type of related transaction is a joint investment between the Company and a related party, and the subject of the transaction is the equity of Company A.

(I) basic information

Company A was established in 2018 and is mainly engaged in the design and sales of automotive high-speed interconnect chips.

The company is in the research and development investment stage, has successfully completed a product development and flow film.

Company A has not yet generated operating income and is in an unprofitable state.

(II) of Major Shareholders after the Transaction

After this transaction, Company A's major shareholders are the founding team, Intel Capital Corporation, NXP

B .V. (hereinafter referred to as "NXP"), etc.

Prior to the transaction, Intel Capital Corporation, Chonghe Yang and Yunduan Media Group

Limited are all shareholders of Company A. After this transaction, the related parties Yang Chonghe, Yunduan Media Group

Limited shares in Company A are less than 5%. Yang Chonghe, Yunduan Media Group Limited

Neither control Company A nor form joint control, and as of now, neither Yang Chonghe nor Yunduan MediaGroup Limited have significant influence on Company A.

Relevant ownership of the subject matter of the (III) transaction

According to Company A's commitment, its corporate property rights are clear, there are no mortgages, pledges or any other restrictions on transfer, and there are no litigation, arbitration matters or judicial measures such as seizure or freezing, nor are there any other circumstances that hinder the transfer of ownership.

Reasons for (IV) exemption from disclosure of partial information

According to the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation", "Lanqi Technology Co., Ltd. Information Disclosure Suspension and Exemption Business Management System", the company decided to exempt the disclosure after prudent judgment.

Part of the information of Company A, the subject of the transaction, and has fulfilled the internal approval process for information disclosure exemption, and the relevant insiders have signed a letter of confidentiality commitment from the insider. The reasons for exemption from disclosure are as follows:

1. The information related to Company A in this transaction is a trade secret or commercially sensitive information, and the relevant agreement stipulates that the parties shall perform the obligation of confidentiality;

2. Company A is not a related party of the company. NXP, the lead investor of Company A's current round of financing, is a world-renowned semiconductor enterprise and is not a related party of the company. The valuation and main terms of this round of financing are determined through negotiation between Company A and the lead investor NXP. Lanqi Cayman and its related parties are both the investors of Company A's current round of financing, and the valuation of financing is recognized based on their own independent judgment, and participate in the current round of financing with the same valuation and terms of the agreement. Therefore, there is no use of related transactions to convey benefits.

In summary, the Company's exemption from disclosure of some of Company A's information has a reasonable business background, and there is no use of connected transactions to convey benefits, nor is there any harm to the interests of the Company and all shareholders, especially the small and medium shareholders.

Pricing of 4. Related Party Transactions

Company A's current round of financing leader NXP is a world-renowned semiconductor company, in the automotive chip leader.

The domain has a high market position and influence. The pricing of the transaction and the main terms of the agreement were determined by negotiation between Company A and the lead investor NXP, and the pricing of the transaction was based on the pricing of comparable transactions in the market. Lan Qi Cayman and Guan

The parties are the investors of Company A in this round of financing. Lan Qi Cayman based on the company's due diligence, with reference to the 2022.

Since the year, the financing valuation of domestic and foreign related start-ups in the automotive interconnection chip field has recognized the pricing of this transaction, so it has decided to participate in the current round of financing of Company A. The related party decides to participate in the current round of Company A's financing based on its own judgment. In summary, NXP, Lanqi Cayman, related parties and other investors participated in this transaction with the same valuation and agreement terms, this transaction is a market behavior, there is no harm to the interests of the company and all shareholders, especially small and medium shareholders.

The main contents of the 5.-related transaction agreement.

1. Subject of Agreement

Invested company: Company A;

Investors: NXP, Lanqi Cayman, Intel Capital Corporation, Yang Chonghe, YunduanMedia Group Limited and other investors

2, transaction price: this investment for the subscription of Company A's B- round preferred shares, each B- round preferred shares.

The subscription price is $4.3384

3, payment method: bank wire transfer.

4. Payment arrangement: the time agreed by both parties

5. Effective Time: Effective after the signing of the agreement

The Necessity of 6. Related Party Transactions and Its Impact on Listed Companies

According to the company's development strategy, the company mainly focuses on the field of data processing and interconnection chips. Company A's main business is the design and sales of automotive high-speed interconnection chips. Its founding team has successful product development and commercialization experience in related fields, and has successfully completed the development and streaming of a product. In order to expand the company's layout in the automotive high-speed interconnection chip field, the company intends to invest in Company A. At the same time, the related party decided to participate in the current round of financing of Company A because it continued to be optimistic about the future development prospects of Company A.

This transaction is in line with the relevant national industrial policies and the overall strategic development direction of the company in the future, which is conducive to further improving the company's strategic layout in the field of interconnection chips, enhancing the company's sustainable development ability and comprehensive competitive advantage, and will not affect the company's financial situation and The future operating results have a significant adverse impact, and there is no situation that harms the interests of the company and all shareholders.

7. risk warning

Company A is currently in the stage of product R & D investment and has not yet formed a stable income. It does not rule out the possibility of continuous financing to support its operations. In actual operations in the future, it may face macroeconomic, industry policies, market changes, operation and management. For uncertain factors, if Company A's development or financing is not as expected, there may be risks such as failure to achieve expected investment income, inability to recover investment, and impairment of equity assets. To this end, the company will strengthen communication with all parties, timely understand and pay attention to the operation of company a, further improve risk prevention and control measures, and actively deal with the above potential risks. Investors are requested to make prudent decisions and pay attention to investment risks.

Procedures for the consideration of 8. related party transactions

Consideration by the (I) Board of Auditors

On February 23, 2023, the company held the ninth meeting of the audit committee of the second board of directors, with 3 votes

Agree, 0 vote against, 0 abstention to review and pass the "Proposal on Joint Investment with Related Parties", agree to this joint investment with related parties, and agree to submit it to the company's board of directors for deliberation.

Consideration of the Board of Directors of the (II)

On February 23, 2023, the company held the 14th meeting of the second board of directors, with 6 votes in favor, 0

Voted against and 0 abstentions to consider and pass the "Proposal on Joint Investment with Related Parties", agreeing to Lan Qi Cayman and

Related parties Intel Capital Corporation, Yang Chonghe, Yunduan Media Group Limited and others

Investors jointly participate in round B financing of Company A, and the subscription amount shall not exceed 1% of the company's total audited assets in the latest period. The exchange rate shall be discounted at the exchange rate of RMB against the US dollar announced by the People's Bank of China on the date of signing the agreement.

Calculate 1. Associated directors Brent Young, Yang Chonghe, Stephen Kuong-Io Tai abstained from voting.

Opinions of the (III) Board of Supervisors

On February 23, 2023, the company held the 13th meeting of the second board of supervisors, with 3 votes in favor, 0

The "Proposal on Joint Investment with Related Parties" was approved with 0 abstentions.

The company's board of supervisors believes that the company's joint investment with related parties is in line with the company's long-term development strategy and will not have a significant adverse impact on the company's cash flow and operating performance. The review and decision-making procedures for joint investment with related parties are legal and compliant, and there is no The board of supervisors agreed to the company's joint investment with related parties this time.

Pre-approval of (IV) Independent Directors

The independent directors of the company believe that: the company's joint investment with related parties is required for the company's future strategic layout, there is a necessity for transactions, there is no behavior that harms the interests of the company and shareholders, and will not adversely affect the company's operating performance. Related party transactions follow the principles of fairness, impartiality and reasonableness, the price of related party transactions is fair, there is no harm to the interests of the company and all shareholders, in line with relevant laws and regulations and the company's "related party transaction management measures. Accordingly, we agree to submit the proposal to the 14th meeting of the second board of directors of the company for deliberation, and the related directors should avoid voting.

Opinions of Independent Directors of (V)

The independent directors of the company believe that the company's joint investment with related parties is relevant and synergistic with the company's main business, which is in line with the company's future strategic layout needs and the interests of the company and shareholders; this related party transaction follows equality and voluntariness The principle does not affect the independence of the company, and there is no behavior that harms the interests of the company and all shareholders, especially small and medium shareholders. When the board of directors deliberated on the proposal, the related directors abstained from voting, and the deliberation procedure complied with the relevant laws and regulations. Therefore, all independent directors unanimously agree that the company and related parties jointly invest in matters.

(VI) the matter does not need to be submitted to the general meeting of shareholders of the company for consideration.

Verification Opinions of 9. Sponsors

After verification, the sponsor believes that the above-mentioned joint investment and related party transactions with related parties have been converted into the central parity rate of RMB against US dollar announced by the people's Bank of China on the date of signing the transaction agreement (February 24, 2023), and the corresponding RMB amount is 89.5798 million yuan, which does not exceed 1% of the company's latest audited total assets or market value.

The 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors were deliberated and approved. The related directors avoided voting. The independent directors have expressed their independent opinions on the proposal, and the board of supervisors has expressed their opinions. The amount of this related transaction does not reach 1% of the company's latest audited total assets or market value, and does not need to be considered at the company's general meeting of shareholders. The above procedures for the consideration of co-investment and related transactions with related parties are in compliance.

The company's joint investment and related transactions with related parties are required by the company to expand the layout of the automotive high-speed interconnection chip field in accordance with the development strategy. It does not harm the interests of listed companies and non-related shareholders, and will not affect the independence of listed companies. The listed company will not have a significant dependence on related parties due to such transactions.

In summary, the sponsor agreed to the above-mentioned joint investment and related transactions between Lanqi Technology and related parties.

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