King & Wood Mallesons
concerning
Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
Issuance of A-shares to a specific target
target
Legal Opinions
November 2024
Table of Contents
1. Approval and Authorization of the Offering...... 8
II. Qualifications of the Issuer...... 9
III. Substantive Conditions of the Offering...... 9
IV. Establishment of the Issuer...... 13
V. Independence of the Issuer...... 14
6. Major shareholders, controlling shareholders and actual controllers of the issuer...... 14
7. The issuer's share capital and evolution ...... 14
VIII. Business ...... of the Issuer 16
IX. Related-Party Transactions and Intra-industry Competition ...... 17
10. The issuer's principal assets...... 18
11. Issuer's material creditor's rights and debts...... 22
XII. Changes in material assets and mergers and acquisitions of the issuer during the reporting period...... 24
XIII. Formulation and Amendment of the Articles of Association of the Issuer...... 24
14. Rules of Procedure and Standard Operation of the General Meeting of Shareholders, Board of Directors and Board of Supervisors of the Issuer...... 24
15. Directors, supervisors and senior management of the issuer and their changes ...... 25
16. Tax ...... of the issuer 26
XVII. Issuer's environmental protection and product quality, technical and other standards...... 27
XVIII. Use of Funds Raised by the Issuer...... 27
19. Business Development Objectives of the Issuer...... 28
20. Litigation, Arbitration or Administrative Punishment ...... 29
21. Other matters that the lawyer deems necessary to be explained...... 30
Concluding observations...... 33
To: Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
King & Wood Mallesons (hereinafter referred to as the Firm) was entrusted by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the Issuer) to act as special legal counsel for the Issuer's issuance of A shares to a specific target (hereinafter referred to as the "Offering").
In accordance 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 the Registration of Securities Issuance of Listed Companies (hereinafter referred to as the "Administrative Measures"), the Administrative Measures for Law Firms Engaging in Securities Legal Business (hereinafter referred to as the "Administrative Measures for Securities Legal Business"), and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation) (hereinafter referred to as the "Securities Legal Business Practice Rules") and other laws, administrative regulations, departmental rules and normative documents currently in force within the territory of the People's Republic of China (hereinafter referred to as China, for the purposes of this legal opinion, excluding the Hong Kong Special Administrative Region of China, the Macao Special Administrative Region of China and the Taiwan region of China) and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission), in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, this legal opinion is issued on the issuer's issuance.
In accordance with the above-mentioned laws, administrative regulations, departmental rules and normative documents and the relevant provisions of the China Securities Regulatory Commission, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and fully verified and verified the relevant matters of the issuer's issuance, so as to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued on this issuance are legal and accurate, and there are no false records. misleading statements or material omissions, and bear corresponding legal liabilities.
INTRODUCTION
In order to issue this legal opinion, in accordance with the relevant provisions of the Measures for the Administration of Securities Legal Business and the Rules for the Practice of Securities Legal Business, the Firm prepared and implemented the inspection plan, personally collected the evidentiary materials, and consulted the documents that need to be consulted according to the regulations and other documents that the Firm deems necessary to be consulted. The Issuer warrants that the original written materials, duplicate materials, photocopied materials, confirmation letters or certifications required by the Firm to provide by the Issuer for the issuance of this Legal Opinion are true, accurate, and complete and valid, without any concealment, omission, falsehood or misleading, and the copies and copies provided, photocopies, scans, photographs and screenshots are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are genuine, and the legal procedures required for such signatures and seals have been fulfilled and legally authorized; On the basis that all oral statements and explanations are consistent with the facts, the firm independently, objectively and impartially follows the principles of prudence and materiality, and reasonably and fully uses interviews, written examinations, on-site investigations, inquiries and correspondence, calculations and reviews to verify and confirm the relevant facts.
In accordance with the requirements of the Rules for the Practice of Securities Legal Business, the firm independently, objectively and impartially analyzed and judged whether the business matters were related to the law and whether the legal professionals should perform their special duty of care. For matters that require the performance of the duty of special attention of legal professionals, the firm formulates specific ways, means and measures to perform the obligations, and implements them one by one; The duty of care of ordinary people has been fulfilled in respect of other business matters. The firm shall use the documents directly obtained from state organs, organizations with public affairs management functions, accounting firms, asset appraisal agencies, credit rating agencies, notary agencies and other institutions as the basis for issuing legal opinions after fulfilling the necessary duty of care in accordance with the above principles; For documents that are not directly obtained from the above-mentioned institutions, they shall be used as the basis for issuing legal opinions after verification and verification. The materials copied or reproduced by the firm from the aforesaid institutions shall be used as the basis for issuing legal opinions after being confirmed by the relevant institutions and performing the necessary duty of care in accordance with the aforesaid principles; Where confirmation has not been obtained from the relevant institutions, the relevant content is to be verified and verified as the basis for issuing a legal opinion. If the conclusions proved by the same matter are inconsistent with the evidentiary materials obtained from different sources or through different inspection methods, the firm has added necessary procedures for further verification.
In this legal opinion and the Lawyer's Work Report of Beijing King & Wood Mallesons on the Issuance of A Shares by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. to Specific Targets (hereinafter referred to as the "Lawyer's Work Report"), the firm only expresses opinions on the legal issues related to the issuer's issuance, but does not express opinions on non-legal professional matters such as accounting, auditing and asset valuation. The firm only expresses opinions in accordance with the laws, administrative regulations, departmental rules and normative documents currently in force, and does not express opinions in accordance with any laws outside China. The Firm does not express opinions on non-legal professional matters such as accounting, auditing and asset appraisal and legal matters outside China, and has fulfilled the necessary duty of care when quoting certain data and conclusions in the relevant accounting reports, audit reports, asset appraisal reports and legal opinions outside China in this Legal Opinion and the Lawyer's Work Report, but such quotations shall not be deemed as any express or implied warranty by the Firm for the authenticity and accuracy of such data and conclusions. The firm is not properly qualified to verify and evaluate such data.
This legal opinion and the "Lawyer's Work Report" are only for the issuer's use for the purpose of this offering, and shall not be used for any other purpose. The firm agrees to take this legal opinion and the "Lawyer's Work Report" as the necessary legal documents for the issuer to apply for this issuance, and to report it together with other materials, and to assume the corresponding legal responsibilities. The firm agrees that the issuer shall quote the relevant content of this legal opinion or the lawyer's work report in accordance with the review requirements of the China Securities Regulatory Commission, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation when making the above quotation. This has the right to review and confirm the contents of the above relevant documents.
In this Legal Opinion, unless the context otherwise requires, the following terms or abbreviations in the left column correspond to the meanings or full names in the right column:
"KWM" means Beijing King & Wood Mallesons
Issuer / Company / SE Mei Shang refers to SE Mei Semiconductor Equipment (Shanghai) Co., Ltd
sea
Shengmei Co., Ltd. refers to Shengmei Semiconductor Equipment (Shanghai) Co., Ltd., which is the predecessor of the issuer
CleanChip Technologies Limited,
Hong Kong Qingxin refers to a wholly-owned subsidiary of the issuer, which is a company registered in the Hong Kong Special Administrative Region of China
district of the company
Shengmei Korea refers to ACM Research Korea CO., LTD., a wholly-owned subsidiary of Hong Kong Qingxin
The company is a company registered in South Korea
ACM Research (CA), Inc., a wholly-owned subsidiary of Hong Kong Qingxin
companies registered in the United States
U.S. ACMR means ACM Research, Inc., the controlling shareholder of the issuer, which is NASDAQ
Listed company, stock code: ACMR
Sponsor/Lead Underwriter/ means Haitong Securities Co., Ltd
Haitong Securities
Fong's Certified Public Accountants (Special General Partnership)
"U.S. ACMR Law" means the United States issued by Arthur & Associates, Attorneys-at-Law
Submissions》 ACMR's Legal Opinions
"California Law" means the California Law of the Republic of America issued by Arthur & Associates, Attorneys-at-Law
See the book California Legal Opinion
"Hong Kong Qingxin Legal Meaning Refers to M.K. Lam & Co. K. LAM & CO.).
See the book" Hong Kong Qingxin's legal opinion
"Shengmei Korean Law Means Kim & Chang (金? Chang Law Firm) on Sheng Mei Han
See the legal opinion of the country
A shares refer to domestically listed RMB ordinary shares
This issuance/this issuance is based on the issuer's first extraordinary general meeting of shareholders in 2024
Targeted issuance means the issuance of A shares by a specific target and as amended from time to time by the issuer
An application for the issuance of A shares to a specific target
Within the territory of the People's Republic of China, for the purposes of this legal opinion, except for special purposes
Except for the specific description, China does not include Hong Kong Special Administrative Region of China and Macao Special Administrative Region of China
Other administrative regions and Taiwan, China
China Securities Regulatory Commission means the China Securities Regulatory Commission
Shanghai Stock Exchange means the Shanghai Stock Exchange
NASDAQ means The NASDAQ Stock Market
Zhongdeng Company means China Securities Depository and Clearing Corporation Limited
Third Quarter 2024 Report Refers to the third quarter of 2024 by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
Reporting reports
Annual Report for the last three years refers to the 2021 Annual Report of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
2022 Annual Report and 2023 Annual Report
"Audit Report" means the 2023 Audit Report issued by Fong's on February 27, 2024
(Xinhuishi Bao Zi [2024] No. ZI10020)
The prospectus (declaration) refers to the 2024 annual direction of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd
Draft)" Prospectus for the issuance of A shares by specific targets (Declaration Draft)
"Issuance to Specific Targets" refers to the "2024 Annual Direction of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd."
Stock plan》 Plan for the issuance of A-shares by specific targets》
King & Wood Mallesons on Shengmei Semiconductor Equipment (Shanghai)
This Legal Opinion refers to the legal opinion on the issuance of A shares by a company limited by shares to a specific target
Books
King & Wood Mallesons on Shengmei Semiconductor Equipment (Shanghai)
"Lawyer's Work Report" refers to the lawyer's work report on the issuance of A shares by a company limited by shares to a specific target
Notice》
Company Law of the People's Republic of China (as of December 29, 2023
Company Law refers to the Seventh Session of the Standing Committee of the 14th National People's Congress
order)
Securities Law of the People's Republic of China (as of December 28, 2019
Securities Law refers to the 15th Session of the Standing Committee of the 13th National People's Congress
2nd Revision)
"Administrative Measures" means the Administrative Measures for the Registration of Securities Issuance by Listed Companies
"Administration of Securities Legal Business" refers to the Administrative Measures for Law Firms Engaging in Securities Legal Business
Rationale
Securities Legal Business Refers to the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation)
Rules of Trade》
"Compilation Rules No. 12" means "Compilation Rules No. 12 of the Compilation Rules for Information Disclosure of Securities Companies Offering to the Public - Public".
Legal Opinion and Lawyer's Work Report of Development Bank Securities》
"Articles of Association" means the Articles of Association of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. and its Articles of Association
as amended from time to time
"Rules of Procedure of the General Meeting of Shareholders" means the "General Meeting of Shareholders of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd."
Rules of Procedure》
"Rules of Procedure of the Board of Directors" means the "Proceedings of the Board of Directors of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd."
Rules》
"Rules of Procedure of the Board of Supervisors" means the "Proceedings of the Board of Supervisors of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd."
Rules》
Reporting period refers to the period from 1 January 2021 to 30 September 2024
Yuan means Renminbi unless otherwise specified
In accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry, the firm issues the following legal opinions:
Text
1. Approval and Authorization of the Offering
The issuer held the eighth meeting of the second session of the board of directors on 25 January 2024 and held the eighth meeting of the board of directors on 25 January 2024
On the 22nd, the first extraordinary general meeting of shareholders in 2024 was held, and the "Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Objects" and "On the Company's 2024 Annual Offering to Specific Objects" were deliberated and approved on the issuance of this issue
Proposal on the plan for the issuance of A shares" and "on the company's plan for issuing A shares to specific targets in 2024
"Proposal on the Demonstration and Analysis Report of the Company's 2024 Issuance of A Shares to Specific Objects", "Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company's Issuance of A Shares to Specific Targets in 2024", "Proposal on the Report on the Use of the Company's Previous Raised Funds", "Proposal on the Company's 2024 Issuance of A Shares to Specific Targets to Dilute the Immediate Return, Take Filling Measures and Relevant Entity Commitments", "Proposal on the Company's Next Three Years (2024-2026) Proposal on Shareholder Dividend Return Planning", "Proposal on the Explanation of the Company's Raised Funds to Belong to the Field of Scientific and Technological Innovation", "Proposal on the Company Has Not Been Taken Regulatory Measures or Penalties by the Securities Regulatory Department and the Stock Exchange in the Past Five Years", "Proposal on the Company's Statement of Non-recurring Profits and Losses in the Last Three Years and a Period", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Issuance of A Shares to Specific Objects" and other proposals.
The issuer held the fourteenth meeting of the second board of directors on October 21, 2024 to discuss the offering
The "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Targets (Revised Draft)", "Proposal on the Demonstration and Analysis Report on the Company's 2024 Plan for Issuing A Shares to Specific Targets (Revised Draft)", "Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company's Issuance of A Shares to Specific Targets in 2024 (Revised Draft)", "Proposal on the Report on the Use of the Company's Previous Raised Funds", and "Proposal on the Company's 2024 Issuance of A to Specific Objects". Proposal on dilution of immediate returns, taking filling measures and commitments of relevant entities (revised draft), "Proposal on the explanation of the company's raised funds to invest in the field of scientific and technological innovation (revised draft)", "Proposal on the company's non-recurring profit and loss statement in the last three years and one period" and other proposals.
After verification by our lawyers, the content of the resolutions of the board of directors and the general meeting of shareholders, the deliberation procedures, the scope of authorization and the procedures comply with the relevant provisions of the Company Law, the Administrative Measures and the Articles of Association. General meeting of the issuer
A resolution has been made to approve the issuance in accordance with the legal procedures, and the content of the resolution is legal and valid; The scope and procedures of the general meeting of shareholders for the scope and procedures of the board of directors and its authorized persons are legal and effective in relation to the issuance.
Based on the above, the Firm believes that the issuer has obtained the internal approval and authorization of the issuer for this offering; The issuance is subject to the approval of the Shanghai Stock Exchange and the approval of the China Securities Regulatory Commission for registration.
2. Qualifications of the subject of this issuance
According to the industrial and commercial registration dossier provided by the issuer, the current valid business license and the Articles of Association, and the lawyer of the firm logs in to the National Enterprise Credit Information Publicity System (http://www.gsxt.gov.cn, the same below) for inquiry, as of the date of issuance of this legal opinion, the issuer is a legally established and validly existing joint stock limited company, and there is no circumstance that should be terminated as stipulated in laws, administrative regulations, departmental rules, normative documents and the Articles of Association. The issuer has the qualifications to be the subject of this offering.
3. Substantive conditions of the offering
The lawyers of the firm reviewed the substantive conditions that the issuer should meet for the issuance one by one according to the "Company Law", "Securities Law", "Administrative Measures" and other laws, administrative regulations, departmental rules and normative documents.
(1) The issuance complies with the relevant conditions stipulated in the Company Law
The shares issued by the issuer this time are RMB ordinary shares, with a par value of one yuan per share, and each share has the same rights; The issuance conditions and issue price of each share are the same, in accordance with the provisions of Article 143 of the Company Law.
(2) The issuance meets the relevant conditions stipulated in the Securities Law
The issuer's issuance is to issue ordinary shares to specific targets, and the issuance is carried out by means of advertising, public solicitation and disguised disclosure, which is in accordance with the provisions of Article 9, Paragraph 3 of the Securities Law.
(3) The issuance meets the relevant conditions stipulated in the Administrative Measures
1. Who is eligible for this offering
According to the "Plan for Issuing Shares to Specific Targets" and the resolution of the issuer's first extraordinary general meeting of shareholders in 2024, the target of this issuance is no more than 35 specific targets that meet the conditions stipulated by the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified foreign institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for two or more products under their management shall be regarded as one issuance target; If the trust company is the object of issuance, it can only subscribe with its own funds.
The final issuance object shall be determined by the board of directors of the company and its authorized persons according to the authorization of the general meeting of shareholders, after the application for issuance is approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a decision to register, the board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the results of the inquiry. If the national laws, regulations or normative documents at the time of issuance have other provisions on the object of issuance, such provisions shall prevail. All issuers subscribed for the shares issued in RMB cash at the same price.
The firm believes that the issuance object of this issuance complies with the provisions of Article 55 of the Administrative Measures.
2. Pricing arrangements for the Offering
According to the "Plan for Issuing Shares to Specific Targets" and the resolution of the issuer's first extraordinary general meeting of shareholders in 2024, the issuance adopts the method of inquiry issuance, and the pricing benchmark date of this issuance is the first day of the issuance period. The issue price of this offering shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing reference date, and the calculation formula of the above average price is: the average stock trading price in the 20 trading days before the pricing reference date = the total stock trading volume in the 20 trading days before the pricing reference date / the total stock trading volume in the 20 trading days before the pricing reference date. If the company's shares are subject to dividends, share gifts, capital reserve conversion to share capital and other ex-rights and ex-dividends from the pricing benchmark date of the issuance to the issuance date, the issue price of the issuance will be adjusted accordingly, and the adjustment formula is as follows:
Cash dividends: P1=P0-D;
Sending shares or converting share capital: P1=P0/(1+N);
Two items at the same time: P1=(P0-D)/(1+N)
Among them, P0 is the issue price before adjustment, D is the cash dividend per share, and N is the gift or transfer per share
The number of shares to be increased, P1 is the adjusted issue price.
The final issue price will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the sponsor institution (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, in accordance with the principle of price priority, etc., according to the subscription price of the issuer after the issuance application is approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a decision to register, but not lower than the aforementioned issue floor price.
The firm believes that the pricing arrangement of the offering is in accordance with Article 56 of the Administrative Measures.
3. The blackout period of the Offering
According to the "Plan for Issuing Shares to Specific Targets" and the resolution of the issuer's first extraordinary general meeting of shareholders in 2024, the shares subscribed for by the issuer shall not be transferred within six months from the date of the end of the issuance. Where laws, regulations, and normative documents have other provisions on the sales restriction period, follow those provisions.
The shares obtained by the issuer based on the issuance of shares derived from the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above-mentioned share lock-up arrangement. After the end of the restriction period, it shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
The Exchange believes that the restriction period of this offering is in accordance with Article 59 of the Administrative Measures.
4. The purpose of the proceeds of this offering
According to the "Plan for Issuing Shares to Specific Objects" and the resolution of the issuer's first extraordinary general meeting of shareholders in 2024, the total amount of funds raised in this issuance shall not exceed 450,000.00 yuan (including this number), and after deducting the issuance expenses, the net funds raised are intended to be invested in the following projects:
Unit: 10,000 yuan
Serial No. Project Name Total Proposed Investment Proposed Use of Raised Funds for Investment
amount
1 R&D and process test platform construction project 94,034.85 94,034.85
2 Iterative R&D projects of high-end semiconductor equipment 225,547.08 225,547.08
3 Replenishment of liquidity 130,418.07 130,418.07
Total 450,000.00 450,000.00
The use of the proceeds from this offering does not involve the holding of financial investments, nor does it involve direct or indirect investment in companies whose main business is the trading of securities. The implementation of the proposed investment projects raised by the issuance will not lead to new intra-industry competition or obviously unfair related party transactions that constitute a material adverse impact between the issuer and its controlling shareholders, actual controllers and other enterprises controlled by the issuer, or seriously affect the independence of the issuer's production and operation.
The firm believes that the use of the proceeds of this offering complies with the relevant provisions of Article 11 (1) and Article 12 of the Administrative Measures.
5. The Offering will not result in a change of control of the Issuer
The number of shares to be issued to a specific target will not exceed 43,615,356 shares, assuming a cap of 43,615,356
After the completion of the issuance, ACMR directly holds 74.56% of the company's shares and is still the controlling shareholder of the company, and HUI WANG is still the actual controller of the company, and the issuance will not lead to a change in the control of the issuer, in line with the provisions of Article 87 of the Administrative Measures.
6. Issuer's Standardized Operation
According to the issuer's "Audit Report" and the annual report of the last three years, the issuer's "Special Report on the Use of the Previous Raised Funds", the certificate of no criminal record of the issuer's directors, supervisors and senior management, the personal credit report, the "Personnel Integrity Information Report" issued by the Shanghai Supervision Bureau of the China Securities Regulatory Commission, the interview and confirmation of the issuer's financial person in charge by the firm's lawyers, and the issuer's explanation, and through the firm's lawyers, log in to the Credit China website (http://www.creditchina.gov.cn, the same below), the National Court Judgment Defaulters List Information Publication and Inquiry Platform (http://zxgk.court.gov.cn/shixin/, the same below), and the China Enforcement Information Disclosure Network
( http://zxgk.court.gov.cn/zhixing/ , the same below), China Adjudication Documents Network
(https://wenshu.court.gov.cn/, the same below), the Securities and Futures Market Untrustworthiness Record Inquiry Platform (http://neris.csrc.gov.cn/shixinchaxun/, the same below), the China Securities Regulatory Commission, stock exchanges, and other websites, the issuer does not have the following circumstances as provided for in Article 11 of the Administrative Measures:
(1) Changing the use of the previous raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements of the most recent year do not comply with the provisions of the accounting standards for business enterprises or relevant information disclosure rules in material respects; The audit report of the financial and accounting report of the most recent year has been issued with a negative opinion or cannot express an opinion; The most recent year's financial and accounting report has been issued with a qualified audit report, and the intention is reserved
It is seen that the material adverse impact of the matter involved on the listed company has not been eliminated. Except for the issuance involving major asset restructuring;
(3) The current directors, supervisors and senior managers have been subject to administrative penalties imposed by the China Securities Regulatory Commission in the past three years, or have been publicly reprimanded by the stock exchange in the past year;
(4) The listed company or its current directors, supervisors and senior managers are being investigated by the judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations;
(5) The controlling shareholder or actual controller has committed major illegal acts that seriously damage the interests of the listed company or the legitimate rights and interests of investors in the past three years;
(6) In the past three years, there have been major illegal acts that seriously harm the legitimate rights and interests of investors or the public interest.
Based on the above, the Firm believes that the issuer has the substantive conditions to implement the Offering.
4. Establishment of the Issuer
(1) The procedures, qualifications, conditions and methods for the establishment of the issuer
In our opinion, the procedures, qualifications, conditions and methods for the establishment of the issuer comply with the provisions of the laws, administrative regulations, departmental rules and normative documents in force at that time, and have been approved by the competent authorities.
(2) The restructuring and reorganization documents signed during the establishment of the issuer
In our opinion, the Promoter Agreement signed by the issuer's promoters complied with the relevant laws, regulations and normative documents at that time, and there were no legal obstacles to potential disputes over the issuer's incorporation.
(3) Matters related to asset audit, appraisal and capital verification in the process of establishment of the issuer
The firm believes that the necessary audit, evaluation and capital verification procedures have been fulfilled in the process of changing Shengmei Co., Ltd. into a company limited by shares, and comply with the provisions of the relevant laws, administrative regulations, departmental rules and normative documents at that time.
(4) The procedures and matters to be discussed at the founding meeting of the issuer
In our opinion, the procedures and matters discussed at the founding meeting of the issuer were in accordance with the relevant laws, administrative regulations, departmental rules and normative documents at that time.
5. Independence of the Issuer
According to the issuer's current valid business license and Articles of Association, periodic and interim reports, the issuer's internal rules and regulations, the issuer's annual "Audit Report" during the reporting period, the "Internal Control Audit Report" for each year during the reporting period, the issuer's written statement and other materials, and verified by the firm's lawyers, the firm believes that the issuer is independent in business, complete and independent in assets, independent in personnel, institutions and finances, has the ability to operate independently in the market, and complies with relevant laws, administrative regulations, Requirements for the independence of listed companies in departmental rules and normative documents.
6. The major shareholders, controlling shareholders and actual controllers of the issuer
(1) Top 10 shareholders of the issuer
According to the issuer's third quarter report for 2024 and issued by Zhongdeng Company as of September 30, 2024
The top 10 shareholders of the issuer as of 30 September 2024 are listed in the table below:
Serial No. Name of Shareholder Number of Shares Held (10,000 Shares) Shareholding Ratio (%)
1 US ACMR 35,769.23 82.01
China Merchants Bank Co., Ltd. - ChinaAMC SSE Science and Technology Innovation
2 Board 50 Component ETF Securities Investment 681.14 1.56
funds
3 Shanghai Pudong Emerging Industry Investment Co., Ltd. 461.54 1.06
4 Industrial and Commercial Bank of China Co., Ltd. - Sino Growth 458.28 1.05
Hybrid securities investment funds
Industrial and Commercial Bank of China Co., Ltd. - E Fund
5 SS STAR Market 50 Component ETF 411.52 0.94
Bond investment funds
6 Agricultural Bank of China Co., Ltd. - Oriental Labor 366.20 0.84
Smart Thematic Hybrid Securities Investment Fund
7 Hong Kong Securities Clearing Company Limited 350.80 0.80
8 Shanghai Integrated Circuit Industry Investment Fund Co., Ltd. 265.50 0.61
manage
Serial No. Name of Shareholder Number of Shares Held (10,000 Shares) Shareholding Ratio (%)
China Construction Bank Corporation - Huaxia National Certificate
9 Semiconductor chip exchange-traded open-ended index securities investment 183.17 0.42
funds
Industrial and Commercial Bank of China Co., Ltd. - Huatai Pinebridge
10 CSI 300 ETF Securities Investment Base 144.65 0.33
gold
(2) The controlling shareholder and actual controller of the issuer
1. Controlling Shareholder
According to the business registration file, register of shareholders and Articles of Association provided by the issuer, as of September 2024
On March 30, ACMR held 357,692,308 shares of the issuer, accounting for 82.01% of the issuer's total share capital, and was the controlling shareholder of the issuer.
2. Actual controller
According to the "U.S. ACMR Legal Opinion", the documents and confirmations provided by the controlling shareholder and the actual controller, and the lawyers of the firm log on to the website of the US Securities and Exchange Commission (website: https://www.sec.gov/) and other public websites
AS OF SEPTEMBER 30, 2024, HUI WANG DIRECTLY Held 269,231 ISSUERS
shares, with a direct shareholding ratio of 0.06%. HUI WANG HOLDS A CLASS A COMMON STOCK OF THE U.S. ACMR (EACH
Class A common stock with 1 vote) 504,018 shares, Class B common stock (each Class B common share owned
20 VOTES) 3,440,802 SHARES, ACTING IN CONCERT WITH JING CHEN, BRIAN WANG AND SOPHIA
WANG & Family Trust David Hui Wang & Jing Chen Family Living Trust & David Hui
Wang& Jing Chen Irrevocable Trust holds 945,840 Class A common shares of ACMR in the United States, B
Class of common stock 726,006 shares. HUI WANG AND HIS CONCERT PARTIES COLLECTIVELY HOLD VOTING RIGHTS IN THE U.S. ACMR
The ratio is 53.68%, and it controls 82.01% of the issuer's equity through the US ACMR.
In summary, HUI WANG controls a total of 82.07% of the equity of the issuer and is the actual controller of the issuer.
7. The issuer's share capital and its evolution
According to the information provided by the issuer and verified by our lawyers, the firm believes that the issuer has fulfilled the company's internal decision-making procedures and the relevant change registration procedures in accordance with the law for all previous changes in share capital, and the previous changes in share capital of the issuer are legal, compliant and effective.
According to the register of shareholders issued by Zhongdeng Company provided by the issuer, the issuer's explanation and commitment, and the lawyer of the firm logged in to the national enterprise credit information publicity system to inquire and interview the actual controller to confirm
On September 30, 2024, there was no controlling shareholder or actual controller to pledge the shares of the issuer held by them
The circumstances of the charge.
8. Business of the Issuer
(1) The business scope of the issuer
According to the issuer's Articles of Association, the current valid business license and the issuer's explanation, and verified by the firm's lawyers, the issuer's business scope complies with the provisions of laws, administrative regulations, departmental rules and normative documents.
(2) Production and operation qualifications
According to the relevant business qualifications, licenses, filing and registration documents provided by the issuer, material contracts, compliance certificates issued by the relevant competent authorities and verified by the firm's lawyers, the issuer and its subsidiaries in China have the main qualifications and licenses related to their main business, and the main business qualifications of the issuer and its subsidiaries in China are detailed in "8. Business of the Issuer" in the main part of the Lawyer's Work Report.
(3) Overseas business
According to the issuer's explanation, as well as the "Audit Report", "Hong Kong Qingxin Legal Opinion", "Shengmei Korean Law".
Legal Opinion", "California Legal Opinion", as of September 30, 2024, the issuer is in China
There are 3 holding subsidiaries in total, namely Hong Kong Qingxin, Shengmei Korea and Shengmei California. For details of these overseas Chinese holding subsidiaries, please refer to "10. Main Assets of the Issuer" in the main part of the Lawyer's Work Report, "(6) Issuer's Overseas Investment".
(4) The issuer's main business
According to the Prospectus (Application Draft), the Audit Report, the issuer's annual report for the last three years and the third quarter report of 2024, during the reporting period, the issuer's main business was the research and development, production and sales of semiconductor special equipment, with main business income of 1547.2658 million yuan, 2756.0532 million yuan, 3714.5816 million yuan and 3857.3363 million yuan respectively, and the main business income accounted for 95.46% of the issuer's operating income in the same period. 95.93%, 95.53% and 97.00%, the issuer's operating income is mainly derived from the main business income. In our view, the issuer's main business is prominent.
(5) Issuer's going concern
According to the Prospectus (Declaration Draft), the Audit Report, the issuer's third quarter report for 2024, the issuer's current valid business license and the issuer's statement and commitment, and the interviews with the issuer's financial directors by our lawyers confirm that the issuer continues to exist in accordance with the law, the issuer's main financial indicators are good, there is no failure to pay due debts, and there are no legal obstacles affecting its continuing operations.
9. Related Party Transactions and Intra-industry Competition
(1) Related parties
In accordance with the relevant provisions of the Company Law, Accounting Standards for Business Enterprises No. 36 - Disclosure of Related Parties, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Prospectus (Application Draft), the Audit Report, the Third Quarter Report of 2024 and the Issuer's Explanation, the questionnaire signed by the Issuer's directors, supervisors and senior management and the Firm's lawyers on the National Enterprise Credit Information Publicity System and other websites, during the reporting period, the main related parties of the issuer are detailed in "IX" of the main body of the Lawyer's Work Report, related party transactions and intra-industry competition".
(2) Related party transactions
According to the Prospectus (Declaration Draft), the Audit Report, the issuer's third quarter report of 2024, the relevant agreements and financial vouchers provided by the issuer, the issuer's internal decision-making process documents for such related party transactions, and the issuer's explanations and commitments, and verified by our lawyers, the issuer
For details of the major related-party transactions that occurred with related parties during the reporting period, please refer to "(2) Related-party transactions" in "IX. Related-party transactions and intra-industry competition" in the main part of the Lawyer's Work Report.
(3) Fair decision-making procedures for related party transactions
In accordance with the provisions of relevant laws, administrative regulations, departmental rules and normative documents, the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors and the Measures for the Administration of Related Party Transactions have made clear provisions on matters related to related party transactions, clearly stipulated the approval authority and voting procedures for related party guarantees, related party transactions, voting and recusal systems for related party transactions, and established a recusal system for related shareholders and related directors when the general meeting of shareholders or the board of directors deliberates related party transactions.
In summary, the Firm believes that the issuer has established a fair decision-making procedure for related party transactions, which complies with the provisions of relevant laws, administrative regulations, departmental rules and normative documents. The issuer has made full disclosure of related party transactions, and there are no material omissions or material concealments.
(4) Commitment to regulate related party transactions
In order to regulate related-party transactions, the controlling shareholder and actual controller of the issuer have issued a Letter of Commitment on Regulating and Reducing Related-Party Transactions.
(5) Intra-industry competition
According to the issuer's periodic announcements during the reporting period, the issuer's explanation, relevant undertaking documents, the questionnaire issued by the issuer's controlling shareholder and actual controller, and verified by our lawyers, the issuer and its controlling shareholder, actual controller and other enterprises controlled by the issuer do not have intra-industry competition, and its controlling shareholder and actual controller have issued a Letter of Commitment on Matters Concerning the Avoidance of Intra-industry Competition.
10. The main assets of the issuer
(1) Self-owned real estate and land use rights
According to the Auditor's Report, the issuer's third quarter 2024 report, the issuer's Immovable Property
Certificate of Ownership, Shanghai Real Estate Register and the issuer's description, as of September 30, 2024
For details of the real estate rights owned by the pedestrian and its holding subsidiaries, please refer to "Appendix I: Issuer and its Holding Subsidiaries' Own Real Estate and Land Use Rights" in the Lawyer's Work Report.
(2) Leased real estate and land use rights
According to the housing lease contract provided by the issuer, the property right certificate of the leased property and the issuer's explanation, and the lawyer of the firm has consulted the "Hong Kong Qingxin Legal Opinion", "Shengmei California Legal Opinion" and "Sheng
U.S.-Korea Legal Opinion", as of September 30, 2024, the issuer and its controlled subsidiaries to third parties
For details of the properties leased in total, please refer to "Appendix II: Main Properties Leased by the Issuer and Its Holding Subsidiaries" in the Lawyer's Work Report.
After verification by our lawyers, the main defects in the above-mentioned properties leased by the issuer and its holding subsidiaries are as follows:
1. Some of the properties leased by the issuer have not yet obtained title deeds
According to the confirmation of the issuer and verified by our lawyers, the issuer submitted a report to Shanghai Zhangjiang (Group) Co., Ltd
(hereinafter referred to as Zhangjiang Group) is located in Building 4, No. 1690, Cailun Road, Zhangjiang Hi-Tech Park, Shanghai, 1-5
The house with a total floor area of 5,900.28 square meters has obtained a land certificate, which is currently stated as the right holder of Shanghai Zhangjiang Chuangye Yuan Technology Development Co., Ltd. (hereinafter referred to as Zhangjiang Chuangye Yuan).
According to the explanatory letter issued by the lessor, Zhangjiang Group, in 2007, it signed a house purchase contract with Zhangjiang Chuangye Yuan to purchase 4 houses at No. 1690 Cailun Road, and Zhangjiang Group has fulfilled its obligations such as payment in accordance with the house purchase contract, and Zhangjiang Chuangye Yuan has also delivered the house to Zhangjiang Group, but due to the incomplete consistency of the land contract, detailed planning and land use records on the relevant licenses, it is expected that it will take a long time for Zhangjiang Chuangye Yuan to issue the real estate certificate, and it has not yet completed the 4 Cailun Road No. 1690 The ownership of the house was transferred to Zhangjiang Group, and Zhangjiang Group promised that it had the right to sign a housing lease contract with the issuer and would not affect the issuer's rental of such houses because of the ownership of the above-mentioned houses.
According to the issuer's statement, the issuer leased the above-mentioned real estate without any disputes or been investigated or punished by government departments, the actual use of the issuer was not affected, and the above-mentioned houses were mainly used for office, research and development and warehousing
There are enough houses available for lease in the area, and the issuer's production and operation are less affected by the fact that the above-mentioned houses have not obtained title certificates.
2. Failure to go through the housing lease filing and registration
According to the information provided by the issuer, the issuer's explanation and verified by our lawyers, the 20 properties leased by the issuer and its holding subsidiaries in China, with a total area of 37,396.01 square meters, have not been registered for housing leases.
According to the Law of the People's Republic of China on the Administration of Urban Real Estate and the Administrative Measures for the Leasing of Commercial Housing, within 30 days after the conclusion of the housing lease contract, the parties to the housing lease shall go to the competent department of construction (real estate) of the people's government of the municipality directly under the Central Government, city or county where the leased house is located to go through the registration and filing of the housing lease; In case of failure to go through the registration and filing of housing lease in violation of the above provisions, the above-mentioned competent department shall order correction within a time limit; Where individuals do not make corrections within the time limit, they are to be punished
a fine of up to $1,000; If the unit fails to make corrections within the time limit, it shall be fined not less than 1,000 yuan but not more than 10,000 yuan.
However, according to Article 706 of the Civil Code of the People's Republic of China, if the parties fail to go through the registration and filing formalities of the lease contract in accordance with the provisions of laws and administrative regulations, the validity of the contract shall not be affected.
According to the above provisions, failure to go through the formalities for the registration and filing of the housing lease does not affect the legal validity of the above-mentioned housing lease contract. In addition, as verified by our lawyers, the issuer and its holding subsidiaries in China have actually and lawfully taken possession of the above-mentioned leased premises, and there is no significant legal risk in continuing to use the leased premises, so such circumstances will not cause substantial legal obstacles to the lawful use of the leased premises by the issuer and its holding subsidiaries.
(iii) Construction in progress
According to the Auditor's Report, the issuer's third quarter 2024 report, and the construction in progress provided by the issuer
Schedules, relevant construction in progress contracts and other materials and descriptions, as of September 30, 2024, the issuer's in:
The construction works are civil decoration works, equipment to be installed, systems to be installed and other decoration works of Lingang R&D and Manufacturing Center, with a total book value of 963.5332 million yuan.
(iv) Intellectual property rights
1. Registered trademarks
According to the trademark registration certificate provided by the issuer, the trademark file issued by the State Intellectual Property Office, the issuer's description, and the lawyer of the firm inquired about the China Trademark Network (website: https://wcjs.sbj.cnipa.gov.cn/).
As of September 30, 2024, the registered trademarks in China owned by the issuer and its holding subsidiaries are detailed in detail
"Appendix III: Trademarks Owned by the Issuer and Its Holding Subsidiaries" in the Lawyer's Work Report, "1) Trademarks Owned by the Issuer and its Holding Subsidiaries in China".
According to the "Hong Kong Qingxin Legal Opinion", "Shengmei California Legal Opinion" and "Shengmei Korea Legal Opinion".
and Jeong & Park Intellectual Property Law Firm, Hamre, Schumann, Mueller & Larson,
Issued by P.C., Mieda International Chartered Firm, Drew & Napier LLC, and Taiichi International Law Firm
As of September 30, 2024, owned by the issuer and its holding subsidiaries
For details of registered trademarks outside China, please refer to "Appendix III: Trademarks Owned by the Issuer and Its Holding Subsidiaries" in the Lawyer's Work Report.
2. Patents
According to the patent certificate provided by the issuer, the patent file search documents issued by the State Intellectual Property Office, the issuer's description, and the patent examination information inquiry website in China and many countries (URL:
https://cpquery.cponline.cnipa.gov.cn/), as of September 30, 2024, the issuer and its holdings
For details of the patents obtained by the shareholding subsidiaries in China, please refer to "Appendix IV: Patents Owned by the Issuer and Its Holding Subsidiaries" in the Lawyer's Work Report.
According to the "Hong Kong Qingxin Legal Opinion", "Shengmei California Legal Opinion" and "Shengmei Korea Legal Opinion".
Books and C&S PATENT AND LAW OFFICE, Osha Liang LLP, Kaji? The original patent is required
Verification opinions issued by the firm, Lianbang International Patent and Trademark Firm, Marks & Clerk Singapore LLP,
As of September 30, 2024, the patents obtained by the issuer and its holding subsidiaries outside China are detailed in detail
"Appendix IV: Patents Owned by the Issuer and Its Holding Subsidiaries" in the Lawyer's Work Report, "(2) Patents Owned by the Issuer and its Holding Subsidiaries Outside China".
Pursuant to the Technology License Agreement signed on January 31, 2007 between ACMR and Semi Limited,
ACMR has granted CMM Limited a worldwide intellectual property license, including but not limited to 45 patents and
62 patents pending. Confirmed in accordance with the U.S. ACMR Submission and the Issuer's note
As of September 30, 2024, the patents that are still valid in the above-mentioned patent licenses are detailed in the Lawyer's Work Report
In the main part of the notice, "10. Main assets of the issuer" and "(4) Intellectual property rights" are "2. Patents".
3. Domain name
According to the domain name registration certificate provided by the issuer, the description of the issuer, and the lawyer of the firm to inquire with the Ministry of Industry and Information Technology
Domain Name Information ICP Filing Management System (URL: https://beian.miit.gov.cn/), as of September 30, 2024
For details of the main domain names owned by the issuer and its holding subsidiaries, please refer to "Appendix V: Domain Names Owned by the Issuer and its Holding Subsidiaries" in the Lawyer's Work Report.
(5) Main production and operation equipment
According to the Auditor's Report and the Detailed Statement of Fixed Assets provided by the issuer, as of September 30, 2024
On the same day, the issuer's main production and operation equipment includes machinery and equipment, computers and electronic equipment, office equipment, and means of transportation, with a book value of 74.9317 million yuan for machinery and equipment, 12.7201 million yuan for computers and electronic equipment, 10.2727 million yuan for office equipment, and 1.2829 million yuan for means of transportation.
Based on the issuer's explanation and confirmation and the random inspection by our lawyers of the issuer and its holding subsidiaries in China, the firm believes that the issuer and its holding subsidiaries in China have the main equipment required for production and operation in accordance with the law.
(6) The issuer's outbound investment
Based on the issuer's third quarter 2024 report, the relevant information provided by the issuer and verified by our lawyers
As of September 30, 2024, the issuer had 5 holding subsidiaries in China and 8 in China
For the basic information of domestic shareholding enterprises, 4 branches and 3 overseas holding subsidiaries in China, please refer to "10. Main Assets of the Issuer" in the main part of the Lawyer's Work Report.
11. Significant creditor's rights and debts of the issuer
(i) Major contracts
According to the relevant contracts and orders provided by the issuer, the written confirmation of the issuer and verified by our lawyers,
As of September 30, 2024, the issuer and its holding subsidiaries have performed and are performing their business activities
For details of major contracts with significant impact, such as dynamics, financial status or future development, please refer to "Appendix VI: Major Contracts of the Issuer" in the Lawyer's Work Report.
After verification, the content of the above-mentioned contracts to which the laws, administrative regulations, departmental rules and normative documents in China are applicable does not violate the laws, administrative regulations, departmental rules and normative documents in China, and there are no major legal risks pending in the performance of the above-mentioned contracts.
(2) Debts of infringement
Based on the issuer's credit report, the issuer's and its subsidiaries' special credit report (special version for proof of whether there is a record of violations), the court announcement published on the official website of the people's court and the written explanation issued by the people's court, and after verification, the firm believes that as of the date of issuance of this legal opinion, the issuer has no major infringement debts arising from environmental protection, intellectual property rights, product quality, labor safety, personal rights, etc.
(3) Significant creditor's rights and debts of the issuer and related parties and mutual guarantees
According to the annual Audit Report and the issuer's explanations and verification during the reporting period, the firm believes that, except for the related party transactions mentioned in "IX. Related Party Transactions and Intra-industry Competition" in the main part of the Lawyer's Work Report, there is no other material creditor's rights and debts relationship between the issuer and the controlling shareholder and other related parties controlled by it, nor does it provide guarantees for the controlling shareholder and other related parties controlled by the controlling shareholder.
(iv) Other receivables and other payables
According to the issuer's third quarter 2024 report, details of other receivables and other payables, related transactions
Interviews with the issuer's financial officer confirmed by E Docs and our lawyers that as of September 30, 2024, the issuer will issue
Other receivables within the scope of the consolidated statement of pedestrians were 122.8337 million yuan, and other payables were 83.7356 million yuan.
After inspection, as of September 30, 2024, the issuer has a large amount of other receivables and other payables
The items are all due to normal production and business activities, and such other receivables and other payables are legal and valid.
12. Changes in material assets and mergers and acquisitions during the reporting period of the issuer
According to the issuer's explanations, regular and temporary announcement documents, and verified by our lawyers, the issuer did not carry out any major asset restructuring that needs to be submitted to the China Securities Regulatory Commission or the stock exchange for review during the reporting period, nor did it have any major purchase or sale of assets as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.
13. Formulation and amendment of the articles of association of the issuer
After verification, the firm believes that the relevant change procedures have been fulfilled for the amendment of the company's articles of association during the reporting period; The content of the issuer's current effective Articles of Association complies with the provisions of current laws, administrative regulations, departmental rules and normative documents.
14. Rules of procedure and standard operation of the general meeting of shareholders, board of directors and board of supervisors of the issuer
(i) The organizational structure of the issuer
After verification, the firm believes that the issuer has established a corporate governance structure of the general meeting of shareholders, the board of directors and the board of supervisors in accordance with the provisions of the Company Law, the Securities Law and other relevant laws, administrative regulations, departmental rules, other normative documents and the Articles of Association, and has a sound organizational structure.
(2) Rules of procedure for the general meeting of shareholders, the board of directors and the board of supervisors of the issuer
After verification, the Firm believes that the Rules of Procedure of the General Meeting of Shareholders, the Rules of Procedure of the Board of Directors and the Rules of Procedure of the Board of Supervisors of the issuer are formulated in accordance with the provisions of the Company Law, the Code of Governance of Listed Companies and other laws, administrative regulations, departmental rules, other normative documents and the Articles of Association, and comply with the provisions of relevant laws, administrative regulations, departmental rules and normative documents.
(3) The general meeting of shareholders, the board of directors and the board of supervisors held by the issuer during the reporting period
According to the meeting materials and explanations provided by the issuer, the Exchange believes that the convening and convening procedures of all shareholders' meetings, board meetings and board of supervisors meetings held by the issuer during the reporting period, as well as the matters discussed at the meetings
The signing of the resolutions is in accordance with the provisions of the Company Law and the Articles of Association, and is legal, compliant, true and valid; The above-mentioned acts of the general meeting of shareholders or the previous authorizations or major decisions of the board of directors are legal, compliant, true and effective.
15. Directors, supervisors and senior management of the issuer and their changes
(1) The current directors, supervisors and senior management of the issuer
According to the verification of our lawyers, the issuer has 9 directors (including 3 independent directors) and 3 supervisors (its
1 employee representative supervisor), 1 general manager, 2 deputy general managers, 1 secretary of the board of directors, and financial responsibility
There shall be 1 responsible person, and the term of office of the directors and supervisors of the issuer shall be 3 years.
THE ISSUER CURRENTLY HAS 9 DIRECTORS, INCLUDING HUI WANG (CHAIRMAN), HAIPING DUN, STEPHENSUN-HAI CHIAO, LUO QIANLI, HUANG CHEN, WANG JIAN, PENG MINGXIU, ZHANBING REN AND ZHANG SUTONG, OF WHICH PENG MINGXIU, ZHANBING REN AND ZHANG SUTONG ARE INDEPENDENT DIRECTORS.
There are currently 3 supervisors of the issuer, including TRACY DONG LIU, Dai Yedong and Guo Yongpei.
Guo Yongyi is the employee representative supervisor.
THE CURRENT SENIOR MANAGEMENT OF THE ISSUER IS WANG JIAN (GENERAL MANAGER), CHEN FUPING (DEPUTY GENERAL MANAGER), SOTHEARACHEAV (DEPUTY GENERAL MANAGER), LISA YI LU FENG (FINANCIAL DIRECTOR) AND LUO MINGZHU (SECRETARY OF THE BOARD OF DIRECTORS).
(2) Appointment of directors, supervisors and senior management
The firm believes that the directors, supervisors and senior management of the issuer are all elected or appointed through legal procedures, and meet the requirements stipulated in laws, administrative regulations, departmental rules and normative documents, as well as the Articles of Association, and have the corresponding qualifications.
(3) Changes in directors, supervisors and senior management of the issuer during the reporting period
According to the verification of our lawyers, there were no major changes in the directors, supervisors and senior management of the issuer during the reporting period, and the previous changes complied with the provisions of laws, administrative regulations, departmental rules and normative documents and the Articles of Association
The necessary legal procedures have been performed, and the previous changes in the directors, supervisors and senior management of the issuer during the reporting period are legal and valid.
(4) Independent directors of the issuer
AFTER VERIFICATION BY OUR LAWYERS, THE BOARD OF DIRECTORS HAS 3 INDEPENDENT DIRECTORS, NAMELY PENG MINGXIU, ZHANBING REN,
Zhang Sutong, not less than one-third of the total number of members of the board of directors of the issuer. The firm believes that the election, qualifications and terms of reference of the issuer's independent directors are in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the Articles of Association.
16. Taxation of the Issuer
(1) The main types of taxes and tax rates implemented by the issuer
The main types of taxes and taxes implemented by the issuer and its holding subsidiaries in China as of September 30, 2024
For details of the rate and tax basis, please refer to "1) Main types and tax rates implemented by the issuer" in "16. Taxation of the Issuer" in the main part of the Lawyer's Work Report. According to the issuer's instructions and verified by our lawyers,
In our opinion, the issuer and its PRC holding subsidiaries will be subject to such taxes as of 30 September 2024
The tax rate conforms to the requirements of current laws, administrative regulations, departmental rules and other normative documents.
(ii) Tax incentives for issuers and their holding subsidiaries
For details of the main tax incentives enjoyed by the issuer and its holding subsidiaries in China during the reporting period, please refer to "(2) Tax incentives for the issuer and its holding subsidiaries" in "16. Taxation of the Issuer" in the main part of the Lawyer's Work Report.
Based on the issuer's annual report for the last three years, the third quarter report of 2024, the audit reports for each year during the reporting period, and the official websites of the relevant tax authorities searched by our lawyers, the firm believes that the preferential tax policies enjoyed by the issuer and its holding subsidiaries are legal and compliant.
(3) Government subsidies from the issuer and its holding subsidiaries
According to the Audit Report, the third quarter report of 2024 and the issuer's explanation, and verified by our lawyers, the government subsidies included in the profit and loss of the issuer and its holding subsidiaries during the reporting period were 76.5503 million yuan, 20.2267 million yuan, 14.9258 million yuan and 5.3841 million yuan respectively.
(4) The tax payment of the issuer and its holding subsidiaries
According to the Audit Report, the special credit report of the issuer and its holding subsidiaries in China (special version for proof of whether there is a record of violations), the Legal Opinion of Hong Kong Qingxin, the Legal Opinion of Shengmei Korea, the Legal Opinion of Shengmei California and the explanatory documents of the issuer, as well as the official websites of the relevant tax authorities searched by our lawyers, the Firm believes that the issuer and its holding subsidiaries were not given major administrative penalties by the tax authorities for major violations of laws and regulations during the reporting period.
XVII. The issuer's environmental protection and product quality, technical and other standards
(1) Environmental protection
According to the issuer's explanation, the special credit report of the issuer and its holding subsidiaries in China (special version for proof of whether there is a record of violations), and the website of the relevant administrative department of environmental protection checked by the firm's lawyers, the firm believes that the issuer has not violated the laws, administrative regulations, departmental rules or normative documents on environmental protection during the reporting period, which constitutes a criminal offense, leads to serious environmental pollution, major casualties, and has a bad social impact.
(ii) Quality and technical supervision
According to the issuer's explanation, the special credit report of the issuer and its holding subsidiaries in China (special version for proof of illegal records), and the website of the quality and technical supervision and administration department where the issuer and its holding subsidiaries in China are located, the firm believes that the issuer has not been subject to a material adverse impact on its continuing operations due to violations of laws, administrative regulations, departmental rules and normative documents related to quality and technical supervision during the reporting period.
18. Use of funds raised by the issuer
(1) The use of funds raised by the issuer
After verifying the feasibility study report, project filing documents and other relevant materials of the issuer's investment project with the funds raised in this issuance, the firm believes that as of the date of issuance of this legal opinion, the use of the funds raised by the issuer in this issuance is in line with the provisions of the national industrial policy and relevant laws, administrative regulations, departmental rules and normative documents on environmental protection and land management, and does not involve investment in industries with excess capacity, restricted and eliminated industries, and industries with high energy consumption and high emissions.
After verification, the firm believes that the use of the funds raised by the issuer in this issuance does not include financial investments such as holding trading financial assets and financial assets available for sale, lending to others, entrusting wealth management, etc., and does not directly or indirectly invest in companies whose main business is to buy and sell securities; After the implementation of the investment project of the raised funds issued by the issuer, it will not compete with the controlling shareholder or actual controller or affect the independence of the issuer's production and operation.
(2) The use of the funds raised in the previous round
According to the "Special Report on the Use of the Previous Raised Funds of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd." prepared by the issuer and the "As of the Deadline of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd." issued by Fong
Assurance Report on the Use of Funds Raised in the Previous Period for the Period Ended September 30, 2024 (Xinhuishi Bao Zi [2024]
No. ZI10553) and verified by our lawyers that the use of the funds raised in the previous IPO of the issuer complied with laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the use of funds raised by listed companies, and there was no unauthorized change of the use of the funds raised in the previous round without correction, or without the approval of the general meeting of shareholders.
In summary, the firm believes that the use of the funds raised by the issuer this time complies with the provisions of relevant laws and regulations, and the investment project of the raised funds has been legally approved by the general meeting of shareholders. There were no material irregularities in the use of the funds raised by the issuer in the previous round.
19. Business development objectives of the issuer
After verification, the firm believes that the issuer's business development objectives are consistent with the main business, in line with the provisions of national laws, administrative regulations, departmental rules and normative documents, and in line with the national industrial policy.
20. Litigation, arbitration or administrative penalties
(1) Major litigation, arbitration or administrative penalties by the issuer and its holding subsidiaries
1. Major litigation and arbitration
According to the issuer's notes, the issuer's periodic and temporary announcement documents, and approved by our lawyers in China
As of September 30, 2024, the issuer and its There are no pending litigation or major litigation or arbitration with an arbitration subject of more than RMB 1 million in the holding subsidiary.
2. Administrative penalties
According to the issuer's explanation, the issuer and its holding subsidiaries in China (with a special version for proof of illegal records), and the relevant administrative department websites checked by our lawyers, the issuer and its holding subsidiaries were not subject to major administrative penalties during the reporting period.
(2) Major litigation, arbitration or administrative penalties imposed by major shareholders of the issuer
According to the explanation of the controlling shareholder of the issuer, the questionnaire filled in by the actual controller and the certificate of no criminal record provided by the actual controller, the personal credit report, the "Personnel Integrity Information Report" issued by the Shanghai Supervision Bureau of the China Securities Regulatory Commission, and the explanation of the issuer, and the lawyer of the firm logged in to the China Judgment Network and the information of the person subject to enforcement in the national court
As of September 30, 2024, the controlling shareholder and actual controller of the issuer do not exist
In the case of unresolved major litigation, arbitration or administrative penalty cases that may have a material adverse impact on the issuance.
(3) Major litigation, arbitration or administrative penalties by the chairman of the board of directors or general manager of the issuer
According to the questionnaire filled in by the chairman and general manager of the issuer and the certificate of no criminal record provided by the issuer, the personal credit report, the "Personnel Integrity Information Report" issued by the Shanghai Regulatory Bureau of the China Securities Regulatory Commission, as well as the issuer's explanation, the issuer's regular and temporary announcement documents, and verified by the firm's lawyers, as of September 30, 2024, there are no outstanding major litigation, arbitration or administrative punishment cases that may have a material adverse impact on the issuance.
21. Other matters that the lawyer deems necessary to be explained
(1) Financial investment
1. The basic information of the issuer's financial investment
According to the Prospectus (Declaration Draft), the Auditor's Report, the issuer's annual report for the last three years, the third quarter report of 2024, the relevant information provided by the issuer and the issuer's explanation, as well as our law
An interview with the issuer's financial officer confirmed that as of September 30, 2024, the issuer held financial
The details of the investment are summarized as follows:
Serial No. Name Financial Investment Amount Accounts for the latest period of net capital attributable to the parent company
(10,000 yuan) The proportion of production
1 Kunshan Weirui Medical Technology Co., Ltd. 550.00 0.08%
Total 550.00 0.08%
2. The financial investment of new investment and proposed investment from six months before the resolution date of the board of directors to the date of the issuance
On January 25, 2024, the issuer held the eighth meeting of the second board of directors to deliberate and approve the proposal
Proposals related to the issuance of A shares by the designated target. Date of Board Resolution of the Offering (January 25, 2024)
From the first six months to the date of issuance of this legal opinion, the financial investments (including quasi-financial businesses) implemented or proposed to be implemented by the issuer are as follows:
1. Investment financial business
From six months before the date of the resolution of the board of directors to the date of issuance of this legal opinion, the company has no investment financial business.
2. Non-financial enterprises invest in financial business
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company has not invested in financial business.
3. Equity investment unrelated to the company's main business
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company has not carried out equity investment unrelated to its main business.
4. Invest in industrial funds and M&A funds
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company's investment in industrial funds and M&A funds is as follows:
In October 2023, the company signed the "Suzhou Oriza High Hope Innovation and Growth Phase II Equity Investment Partnership".
(Limited Partnership) Limited Partnership Agreement", which intends to invest 10 million yuan to subscribe to Suzhou Oriza High Hope Innovation Success
The share of the equity investment partnership (limited partnership) in the second phase of the long term. The company invested on November 1, 2023
$6.6 million. Suzhou Oriza High Hope Innovation Growth Phase II Equity Investment Partnership (Limited Partnership) mainly invests in the TMT industry, smart hardware and consumption upgrading.
In November 2023, the company signed the "Guangzhou Zhongke Gongxin Semiconductor Technology Partnership (Limited Partnership)
Partnership Agreement", which intends to contribute 30 million yuan to subscribe to Guangzhou Zhongke Gongxin Semiconductor Technology Partnership (yes
Limited partnership) 16.66% share, and the company completed the capital contribution on January 19, 2024. Guangzhou Zhongke Eucore Semiconductor
The investment scope of the body technology partnership (limited partnership) is Ruili Pingxin Microelectronics (Guangzhou) Co., Ltd., which is a domestic wafer manufacturer based on FD-SOI process, and there is a synergistic effect with the company's main business.
According to the issuer's explanation and the interview with the issuer's financial director by our lawyer, it was confirmed that for the above-mentioned investment in industrial funds, although the company is a limited partner, the industrial funds all invest in semiconductor industry companies and have a synergistic relationship with the company's business, and the company's investment in them is not only for the main purpose of obtaining investment income, but also for the purpose of obtaining technology, raw materials or channels around the upstream and downstream of the industrial chain, so the above-mentioned investment industry fund is not a financial investment.
In June 2024, the company signed the "Shanghai Zhangjiang Becomes Xinglu Venture Capital Partnership (Limited Partnership).
The Limited Partnership Agreement intends to contribute 10 million yuan to subscribe to Shanghai Zhangjiang Chengxing Lu Venture Capital
With a 0.95% share of the partnership (limited partnership), the company contributed 3 million on July 22, 2024
On July 23, 2024, the above investment funds will be recovered, and Shanghai Zhangjiang will be withdrawn to become Xinglu Venture Capital Partnership
(Limited Partnership).
According to the issuer's description and confirmed by the interviews with the issuer's financial directors by our lawyers, Shanghai Zhangjiang has become the main investment scope of Xinglu Venture Capital Partnership (Limited Partnership) in the field of semiconductor integrated circuits, which has a synergistic effect with the company's main business, and the company's investment in it is not only for the main purpose of obtaining investment income, but also for the purpose of obtaining technology, raw materials or channels around the upstream and downstream of the industrial chain, and the follow-up company has withdrawn from the partnership and recovered the relevant investment funds. The company's investment in the partnership is not a financial investment.
5. Borrowing funds
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company has not borrowed funds.
6. Entrusted loans
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company has not entrusted loans.
7. Purchase financial products with large fluctuations in returns and high risks
From six months before the date of the resolution of the board of directors related to this issuance to the date of issuance of this legal opinion, the company has not purchased financial products with large fluctuations in income and high risk.
8. Relevant arrangements for the financial investment to be invested
As of the date of issuance of this legal opinion, the company does not have any relevant arrangements for the financial investment to be invested.
To sum up, from six months before the date of the resolution of the board of directors to the date of issuance of this legal opinion, the company has not invested in new or proposed financial investments (including quasi-financial business).
To sum up, the firm believes that as of the end of the reporting period, the financial investment held by the issuer is mainly the equity of Kunshan Weirui Medical Technology Co., Ltd., and there is no disposal plan as of the date of issuance of this legal opinion. except
In addition to the above circumstances, the company does not have other and planned new financial investments. Therefore, as of the end of the reporting period, the issuer's net assets attributable to shareholders of the parent company of the listed company were 7181.5693 million yuan, and the financial investment was 5.500 million yuan, accounting for 0.08% of the equity attributable to the owners of the parent company, which did not exceed 30% of the net assets attributable to the parent company in the company's consolidated statements, in line with <上市公司证券发行注册管理办法>the ". Opinions on the application of the relevant provisions of Articles 9, 10, 11, 13, 40, 57 and 60 - the relevant requirements of Article 1 of the Opinions on the Application of Securities and Futures Law No. 18.
(2) Quasi-financial business
According to the Guidelines for the Application of Regulatory Rules - Issuance No. 7 issued by the China Securities Regulatory Commission, except for the licensed institutions approved by the People's Bank of China, the China Banking and Insurance Regulatory Commission and the China Securities Regulatory Commission to engage in financial business, other institutions engaged in financial activities are quasi-financial institutions. Quasi-financial businesses include but are not limited to: financial leasing, financing guarantee, commercial factoring, pawnbroking and small loans.
For details of the business scope of the issuer, please refer to "(1) Business Scope of the Issuer" in "VIII. Business of the Issuer" in the main part of the Lawyer's Work Report.
For details of the issuer's main business, please refer to "(4) The issuer's main business" in "VIII. The Issuer's Business" in the main part of the Lawyer's Work Report.
To sum up, the firm believes that as of the date of issuance of this legal opinion, the issuer's business scope and main business comply with the provisions of relevant laws and regulations, the main business is prominent, and there is no such thing as engaging in quasi-financial business in the last year or period.
Concluding observations
To sum up, the firm believes that the issuer is a listed company established and legally existing in accordance with the law, and meets the conditions for a listed company to issue shares to specific targets in the relevant provisions of the Company Law, the Securities Law, the Administrative Measures and other relevant provisions. The issuer's issuance has obtained the necessary internal approvals and authorizations, and the issuance is subject to the approval of the Shanghai Stock Exchange and the approval of the China Securities Regulatory Commission for registration.
The original of this legal opinion is in quadruplicate.
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(There is no text on this page, but it is the signature page of the "Legal Opinion of Beijing King & Wood Mallesons Law Firm on the Issuance of A Shares by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. to Specific Targets")
Beijing King & Wood Mallesons Law Firm Attorney-in-Charge:
Xu Hui
Yang Zhenhua
Wang Anrong
Person in charge of the unit:
Wang ling
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