Shanghai AllBright Law Offices about

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

The 2020 restricted stock incentive plan reserved for the fourth vesting period

Eligible vesting conditions and void of some restricted shares

Legal Opinions

Address: 9/11/12th Floor, Shanghai Tower, No. 501 Yincheng Middle Road, Pudong New Area, Shanghai

Tel: 021-20511000 Fax: 021-20511999

Zip code: 200120

Shanghai AllBright Law Offices about

China Micro Semiconductor Equipment (Shanghai) Co., Ltd

The fourth vesting period of the reserved grant portion of the 2020 restricted stock incentive plan is in accordance with the vesting

Legal Opinion on Conditional and Void of Restricted Shares

To: AMEC Semiconductor Equipment (Shanghai) Co., Ltd

AllBright Law Offices (hereinafter referred to as the "Firm") was entrusted by the Company to serve as the special legal counsel for the Company's 2020 restricted stock incentive plan.

Our lawyers comply with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guide No. 4") ) and other relevant laws, regulations, normative documents and the relevant provisions of the Articles of Association of China Micro Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Articles of Association"), and issue this legal opinion on matters related to the fourth vesting period of the reserved grant part of the company's 2020 restricted stock incentive plan that meets the vesting conditions and invalidates some restricted shares.

Regarding the issuance of this legal opinion, the firm and its lawyers declare as follows:

1. In accordance with the provisions of the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation) and the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued are legal and accurate, and there are no false records. Misleading statements or material omissions.

2. In order to issue this legal opinion, the firm and its lawyers reviewed the documents and materials provided by the company and related to the issuance of this legal opinion, and verified and verified the relevant facts and materials. The Company warrants to the Firm that it has provided the original written materials, duplicate materials or other oral materials that the Firm and its lawyers believe are necessary for the issuance of this legal opinion, and that the above documents are true, accurate and complete, that all signatures and seals on the documents are true, and that the copies are consistent with the originals.

3. For the facts that are crucial to the issuance of this legal opinion and cannot be supported by independent evidence, the firm and its lawyers rely on the supporting documents and testimony issued or provided by relevant government departments, companies, other relevant units or relevant persons.

4. The firm and its lawyers do not express opinions on professional matters and reports such as auditing and accounting. The firm and its lawyers have fulfilled the necessary duty of care when quoting certain data and conclusions in the relevant accounting statements and audit reports in this legal opinion, but such quotations do not mean that the firm and its lawyers have made any express or implied guarantee or guarantee for the legality, authenticity and accuracy of such data and relevant conclusions, and the firm and its lawyers are not legally qualified to verify and make judgments on such documents and their contents in accordance with the law.

5. The firm and its lawyers agree to take this legal opinion as one of the necessary legal documents for the company's implementation of the matter, and submit it to the Shanghai Stock Exchange for public disclosure together with other materials, and are willing to bear the corresponding legal responsibility for the legal opinion issued by the firm and the firm's lawyers in accordance with the law.

6. This legal opinion is only for the purpose of the company's implementation of the implementation of the matter, unless the firm and its lawyers have obtained written authorization in advance, no unit or individual may use this legal opinion or any part of it for any other purpose.

Based on the above, the firm and its lawyers issue this legal opinion in accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry, as follows:

Interpretation

In this Legal Opinion, unless the context otherwise requires, the following words shall have the following meanings:

Company and AMEC refer to AMEC Semiconductor Equipment (Shanghai) Co., Ltd

"Restricted Stock Incentive Plan" refers to the "2020 Restriction of China Micro Semiconductor Equipment (Shanghai) Co., Ltd."

Planned Stock Incentive Plan (Revised Draft)

"Assessment and Management Measures" refers to the "2020 Restricted Stocks and Stock Appreciation Rights Incentive Plan Implementation Assessment".

Administrative Measures》

Restricted Stock Incentive Plan refers to the 2020 restricted stock incentive plan of AMEC Semiconductor Equipment (Shanghai) Co., Ltd

Stock incentive plans

Restricted stock refers to the incentive object that meets the grant conditions of the plan, and meets the corresponding vesting conditions

The company's shares are obtained and registered in installments

Micro Semiconductor Equipment (Shanghai) Co., Ltd. 2020 restrictive

The implementation refers to the fourth vesting period of the reserved grant part of the stock incentive plan in accordance with the vesting clause

and the cancellation of certain restricted stock related matters

China Securities Regulatory Commission means the China Securities Regulatory Commission

Shanghai Stock Exchange means the Shanghai Stock Exchange

Company Law means the Company Law of the People's Republic of China

Securities Law means the People's Republic of China Securities Law

"Administrative Measures" refers to the Administrative Measures for Equity Incentives of Listed Companies

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

Regulatory Guide No. 4 refers to the Self-Regulatory Guide for Listed Companies on the STAR Market No. 4 – Equity Incentives

Information disclosure》

"Articles of Association" means the Articles of Association of AMEC Semiconductor Equipment (Shanghai) Co., Ltd.

Text

1. Decision-making procedures and information disclosure that have been performed

According to the verification of our lawyers, as of the date of the issuance of this legal opinion, the company has performed the following approval and authorization procedures for the implementation of this implementation:

1. On March 18, 2020, the company held the eighth meeting of the first board of directors, which was deliberated and approved

"Proposal on the > and Summary of the Company's < 2020 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Implementation Assessment and Management Measures for the Company's < 2020 Restricted Stock and Stock Appreciation Rights Incentive Plan" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.

On the same day, the company held the fifth meeting of the first board of supervisors, which deliberated and approved the "Proposal on the Company's < 2020 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary" and "On the Implementation of the Assessment and Management Measures for the Company's < 2020 Restricted Stock and Stock Appreciation Right Incentive Plan>The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.

2. On April 3, 2020, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2020-013), according to the entrustment of other independent directors of the company, Mr. Chen and Shimin, independent directors, as the solicitors, solicited voting rights from all shareholders of the company on the proposals related to the company's 2020 restricted stock incentive plan deliberated at the first extraordinary general meeting of shareholders in 2020.

3. From March 31, 2020 to April 14, 2020, the company intends to incentivize the objects of this incentive plan

The name and position of the company are publicly announced within the company. During the publicity period, the board of supervisors of the company did not receive this incentive

Any objections to the recipients of the plan incentives. On April 16, 2020, the company was listed on the website of the Shanghai Stock Exchange

(www.sse.com.cn) Disclosed the "Explanation of the Board of Supervisors on the Announcement and Verification Opinions of the Board of Supervisors on the List of Incentive Recipients of the Company's 2020 Restricted Stock Incentive Plan" (Announcement No.: 2020-016).

4. On April 21, 2020, the company held the first extraordinary general meeting of shareholders in 2020 to review and approve

The "Proposal on the < of the Company's 2020 Restricted Stock Incentive Plan (Draft) >and its Summary" and the "Measures for the Implementation of the Assessment and Management Measures for the Company's < 2020 Restricted Stock and Stock Appreciation Rights Incentive Plan>"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives".

5. On April 22, 2020, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

"Self-inspection Report on the Trading of the Company's Shares by Insiders with Inside Information of the Company's 2020 Restricted Stocks and Stock Appreciation Rights Incentive Plan" (Announcement No.: 2020-023).

6. On June 5, 2020, the company held the twelfth meeting of the first board of directors and deliberated and approved the "Guan

The company < the 2020 Restricted Stock Incentive Plan (Revised Draft) > and its Summary of the Proposal" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.

On the same day, the company held the eighth meeting of the first board of supervisors, deliberated and passed the "proposal on the company and its summary" and other proposals, and the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.

7. On June 6, 2020, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

According to the "Announcement on the Public Solicitation of Proxy Voting Rights by Independent Directors" (Announcement No.: 2020-036), according to the entrustment of other independent directors of the company, Mr. Chen Shimin, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to the company's 2020 restricted stock incentive plan deliberated at the second extraordinary general meeting of shareholders in 2020.

8. On June 22, 2020, the company held the second extraordinary general meeting of shareholders in 2020, which was reviewed and approved

"Proposal on the > and Summary of the Company's < 2020 Restricted Stock Incentive Plan (Revised Draft)" and other proposals.

9. On June 30, 2020, the company held the 13th meeting of the first board of directors and the first supervisor

At the ninth meeting, the "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" was deliberated and passed. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

10. On November 6, 2020, the company held the 16th meeting of the first board of directors and the first supervisors

At the twelfth meeting, the "Proposal on Granting Reserved Part of Restricted Shares to Incentive Recipients" was deliberated and approved. The independent directors of the company expressed their independent opinions on the aforesaid matters, and the board of supervisors verified the aforesaid matters and issued verification opinions.

11. On July 9, 2021, the company held the 21st meeting of the first board of directors and the first supervisor

At the fifteenth meeting of the board of directors, the "Proposal on the Cancellation of Part of the Restricted Stocks" and the "Proposal on the First Vesting Period of the Company's 2020 Restricted Stock Incentive Plan for the First Time to Grant Part of the Restricted Stock Incentive Plan Meet the Vesting Conditions" were deliberated and approved

"Proposal on the Company's 2020 Stock Appreciation Right Incentive Plan Meeting the Exercise Conditions in the First Exercise Period". The independent directors of the company expressed their independent opinions on relevant matters.

12. On December 9, 2021, the company held the first meeting of the second board of directors and the second board of supervisors

At the first meeting, the "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Company's 2020 Restricted Stock Incentive Plan" and "Proposal on Invalidating Part of the Restricted Shares" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.

13. On April 13, 2023, the company held the thirteenth meeting of the second board of directors and the second session of supervisors

At the 11th meeting, the "Proposal on Abolishing Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan", "The Proposal on the First Grant of the Company's 2020 Restricted Stock Incentive Plan and the Second Vesting Period of the Reserved Grant Part Meeting the Vesting Conditions" and "The Proposal on the Second Exercise Period of the Company's 2020 Stock Appreciation Right Incentive Plan Meeting the Exercise Conditions" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.

14. On August 24, 2023, the company held the 16th meeting of the second board of directors and the second session of supervisors

At the 14th meeting, the "Proposal on the Cancellation of Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan", "The Proposal on the Satisfaction of the Vesting Conditions in the Third Vesting Period of the First Grant of the Company's 2020 Restricted Stock Incentive Plan" and "The Proposal on the Compliance of the Exercise Conditions in the Third Exercise Period of the Company's 2020 Stock Appreciation Right Incentive Plan" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.

15. On October 26, 2023, the company held the 17th meeting of the second board of directors and the second session of the supervisor

At the 15th meeting of the Board of Directors, the "On Adjusting the Company's 2020, 2022 and 2023 Terms" was deliberated and approved

Proposal on the Grant Price of the Institutional Stock Incentive Plan" and "Proposal on Adjusting the Exercise Price of the Company's 2020 Stock Appreciation Right Incentive Plan". The independent directors of the company expressed their independent opinions on relevant matters.

16. On November 7, 2023, the company held the 18th meeting of the second board of directors and the second session of supervisors

At the 16th meeting, the "Proposal on the Cancellation of Part of the Restricted Stocks" and the "Proposal on the Third Vesting Period of the Company's 2020 Restricted Stock Incentive Plan Reserved for Grant" were deliberated and approved. The independent directors of the company expressed their independent opinions on relevant matters.

17. On June 12, 2024, the company held the 24th meeting of the second board of directors and the second session of the supervisor

At the 21st meeting of the Board of Directors, the "Adjustment of the Company for 2020, 2022, 2023 and 2023" was deliberated and approved

Proposal on Matters Related to the 2024 Restricted Stock Incentive Plan. The Board of Supervisors verified the aforesaid matters and issued verification opinions.

18. On August 22, 2024, the company held the 25th meeting of the second board of directors and the second session of the board of directors

At the 22nd meeting of the board of directors, the "Proposal on the Cancellation of Part of the Restricted Shares of the 2020 Restricted Stock Incentive Plan" and the "Proposal on the First Grant of the Company's 2020 Restricted Stock Incentive Plan for the First Time in the Fourth Vesting Period Meet the Vesting Conditions" were deliberated and approved.

19. On October 29, 2024, the company held the 26th meeting of the second board of directors and the second session

At the 23rd meeting of the Board of Supervisors, the "Proposal on the Cancellation of Part of the Restricted Shares" and the "Proposal on the Fourth Vesting Period of the Reserved Grant Part of the Company's 2020 Restricted Stock Incentive Plan Meet the Vesting Conditions" were deliberated and approved.

In summary, our lawyers believe that as of the date of the issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this implementation, which is in compliance with the Company Law, the Securities Law, the Administrative Measures and other relevant laws and regulations, as well as the provisions of the Restricted Stock Incentive Plan.

2. The fourth vesting period of the restricted shares reserved for grant meets the vesting conditions

(1) The restricted shares reserved for grant have entered the fourth vesting period

According to the relevant provisions of the Restricted Stock Incentive Plan, the fourth vesting period of the reserved restricted shares is "from the first trading day after 48 months from the date of grant of the reserved part to the grant of the reserved part."

until the last trading day within 60 months". The reserved grant date for this incentive plan is November 2020

6 of January, so the fourth vesting period of the restricted stock reserved for grant is November 7, 2024

November 6, 2025.

(2) Circumstances that meet the requirements for attribution

After the inspection of our lawyers, the fourth vesting period of the restricted shares reserved for grant has met the vesting conditions, as follows:

Attribution conditions Achievement status

(1) The company has not experienced any of the following circumstances:

1. The financial accounting report of the most recent fiscal year was issued by a certified public accountant and the company did not have the above-mentioned circumstances

Opinion or audit report that cannot express an opinion; Eligible for attribution.

2. The internal control of the financial report of the most recent fiscal year was issued by a certified public accountant

Negative opinion or inability to express an audit report;

3. In the last 36 months after listing, there have been failures in accordance with laws and regulations and the company's seal

and publicly promising to distribute profits;

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

5. Other circumstances recognized by the China Securities Regulatory Commission.

(2) The incentive recipient has not experienced any of the following circumstances:

1. Identified as an unsuitable person by the stock exchange within the last 12 months;

2. In the past 12 months, it has been identified as unsuitable by the China Securities Regulatory Commission and its dispatched agencies

When the candidate is selected;

3. In the past 12 months, the China Securities Regulatory Commission (CSRC) and its incentive recipients have not been subjected to any of the above-mentioned circumstances

Dispatched agencies impose administrative penalties or take measures to prohibit market entry; shape, in line with the attribution conditions.

4. Those who have the provisions of the Company Law shall not serve as directors or senior managers of the company

the circumstances of the employee;

5. Laws and regulations stipulate that it is not allowed to participate in the equity incentive of listed companies;

6. Other circumstances identified by the China Securities Regulatory Commission.

(3) Vesting period term requirements for the company's 2020 restricted shares

Each batch of restricted shares granted to the incentive recipients must meet the requirements of 12 incentive plan reserved grants before vesting

The term of office is more than one month. of 131 incentive recipients met the criteria

It is a requirement for the duration of service.

According to PricewaterhouseCoopers Zhongtian accountants

Firm (Special General Partnership)

(4) Company-level performance appraisal requirements for the company's 2023 annual report

The fourth vesting period assessment year is 2023. Audit report issued (PwC

Based on the average operating income of 2016-2018, according to the assessment year of Daozhong Tianshen Zi (2024).

The cumulative value of operating income is fixed to the average operating income of 2016-2018 No. 10095): 2023 Gong

The cumulative growth rate of operating income determines the operating income of the company corresponding to the performance appraisal target of each year

Attribution batches and company-level attribution ratios. The specific assessment arrangements for 2023 are as follows: 6,263,513,581.37 yuan, 2022

Below: Corresponding to the assessment year to make the company level annual company operating income

The operating income and performance assessment for attribution assessment were 4,739,830,997.55 yuan, 2021

Period Annual Cumulative Value Nuclear Target Proportion Annual Company Operating Income

X≧ 3,108,134,730.67 yuan, 2020

In 2019 and 2020, 980% and 100% of the company achieved operating revenue

The fourth year, 2021, 800% ≦ RMB 2,273,291,898.06; 2019

In 2023 2022 and 2023 X< 80% of the company's operating income

Duration Five-year operating revenue 980% 1,946,949,250.75 yuan, 2019

Cumulative value X< years, 2020, 2021,

800% 0 five-year camp in 2022 and 2023

Cumulative value of business income compared to 2016-

In 2018, the average operating income increased

1607.53% long, company level attributed

The genus proportion is 100%.

(5) Individual-level performance appraisal requirements for the company's 2020 restricted stocks

Incentive plan reservation grant is still in service

Among the 131 incentive recipients who are evaluated for their individual-level performance according to the company's current objectives:

(MBO) stipulates that the organization will be organized and implemented, and 131 incentive objects will be determined according to the assessment results of the incentive objects in 2023

The number of shares actually vested. The performance appraisal results of the incentive object are divided into the performance appraisal results of the person

Five grades, according to the following assessment and rating table corresponding to the individual level classified as "MBO≧1", the current individual

The proportion determines the actual number of shares vested by the incentive object: The level vesting ratio is 100%.

test

Core MBO 0.9≦ 0.8≦ 0.7≦ MBO<0.7

Rating≧ 1 MBO<1 MBO<0.9 MBO<0.8

level

piece

person

layer

Surface 100% 90% 80% 70% 0

return

genus

compare

example

The number of restricted shares actually vested by the incentive object in the current year = the individual in the current year

The number of attributions× the proportion of attribution at the company level × the proportion of attribution at the individual level.

To sum up, our lawyers believe that the restricted shares reserved for grant under the company's restricted stock incentive plan have entered the fourth vesting period, and the vesting conditions for the fourth vesting period have been fulfilled, and the company's implementation of this vesting complies with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan.

3. The reasons and quantity for the discarding of some restricted shares

According to the company's "Restricted Stock Incentive Plan" and "Assessment and Management Measures", due to 7 incentive objects

Due to personal reasons, the 7 incentive recipients are no longer eligible for incentives, and their 8,803 restricted shares that have been granted but have not yet vested will be invalidated.

Our lawyers believe that the reasons for the cancellation of some restricted shares of the restricted stock incentive plan and the number of invalidated shares comply with the provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan.

Concluding remarks

In summary, our lawyers believe that:

1. The company has obtained the necessary approvals and authorizations for this implementation, in accordance with the "Company Law" and "Securities Law"

the Administrative Measures and other relevant laws and regulations, as well as the provisions of the Restricted Stock Incentive Plan;

2. The restricted shares reserved for grant of the company's restricted stock incentive plan have entered the fourth vesting period, and the vesting conditions for the fourth vesting period have been achieved, and the company's implementation of this vesting complies with the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan;

3. The reasons for the cancellation of some restricted shares of the restricted stock incentive plan and the number of invalidated shares comply with the provisions of the Company Law, the Securities Law, the Administrative Measures and the Restricted Stock Incentive Plan.

The original of this legal opinion shall be in duplicate and shall take effect after being stamped by the firm and signed by the handling lawyer.

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