FANGDAPARTNERS

http://www.fangdalaw.com

No.1 Guanghua Road, Chaoyang District, Beijing, China E-mail: email@fangdalaw.com

27th Floor, North Tower, Kerry Centre, Beijing Tel.: 86-10-5769-5600

Zip code: 100020 Fax: 86-10-5769-5788

27/F，North Tower, Beijing Kerry Centre

1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Shanghai Fangda (Beijing) Law Firm

About VeriSilicon Microelectronics (Shanghai) Co., Ltd

Legal Opinion for the Third Extraordinary General Meeting of Shareholders in 2024

To: VeriSilicon Microelectronics (Shanghai) Co., Ltd

Shanghai Fangda (Beijing) Law Firm (hereinafter referred to as the "Firm") is a law firm with legal practice qualifications in the People's Republic of China. In accordance with the relevant legal counsel agreement, the firm appointed a lawyer to attend the third extraordinary general meeting of shareholders of VeriSilicon Microelectronics (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") in 2024 (hereinafter referred to as the "General Meeting of Shareholders"), and issued this legal opinion on the convening and convening procedures of the General Meeting of Shareholders, the qualifications of the persons participating in the voting and convening of the meeting, the voting procedures and voting results.

This legal opinion is based on the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies and other relevant laws, regulations, rules and normative documents that have been publicly promulgated and taken effect within the territory of the People's Republic of China (hereinafter collectively referred to as "Chinese laws and regulations", which are only for the purpose of this legal opinion, excluding the laws and regulations of Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan Region of China) and the Articles of Association of VeriSilicon Microelectronics (Shanghai) Co., Ltd(hereinafter referred to as the "Articles of Association").

This legal opinion only expresses opinions on whether the convening and convening procedures of the general meeting of shareholders, the persons attending the meeting, the conveners, and the voting procedures comply with the relevant Chinese laws and regulations and the Articles of Association, as well as whether the voting results are legal and valid, and does not express any opinions on the laws of any country or region other than the laws and regulations of the People's Republic of China. This legal opinion is issued on the assumption that: (1) all originals and copies of documents provided by the Company are true, accurate and complete; (2) The company has disclosed to the firm all facts and documents that are sufficient to affect the issuance of this legal opinion, and there is no concealment or omission.

In accordance with the provisions of the Securities Law of the People's Republic of China, 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), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its assigned lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient 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. There are no false records, misleading statements or major omissions, and the corresponding legal responsibilities are assumed.

This legal opinion is for the Company's use only for the purpose of this General Meeting of Shareholders. This legal opinion may not be provided to, relied upon by, or used for any other purpose by any third party without the prior written consent of the firm. The lawyer of the firm agrees to announce this legal opinion in accordance with the relevant provisions of the resolution of the general meeting of shareholders.

In accordance with the requirements of the current effective Chinese laws and regulations, and in accordance with the generally recognized professional standards, ethics and diligence of the Chinese lawyer industry, our lawyers issue legal opinions on the subject matter as follows:

1. On the convening and convening procedures of the general meeting of shareholders

After verification by the lawyers of the firm, the board of directors of the company issued a report on the "VeriSilicon Microelectronics (Shanghai) Co., Ltd

Notice of Convening the Third Extraordinary General Meeting of Shareholders in 2024 was published on the Shanghai Stock Exchange on December 7, 2024

Securities exchange websites (www.sse.com.cn) and media that meet the conditions stipulated by the China Securities Regulatory Commission.

The general meeting of shareholders was held by a combination of on-site voting and online voting, and the on-site meeting was held

Wednesday, December 25, 2024 at 14:30 p.m. in Songtao, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai

VeriSilicon Co., Ltd. conference room on the 20th floor of Zhangjiang Building, No. 560 Road, and the online voting time is: The time for online voting through the Shanghai Stock Exchange trading system is the trading time period on the day of the shareholders' meeting, namely

December 25, 2024, 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m., and 13:00 p.m. to 15:00 p.m.;

The time for online voting by the Internet voting system is any time from 9:15 a.m. to 15:00 p.m. on the day of this general meeting of shareholders (December 25, 2024).

According to the company's announcement on December 7, 2024, VeriSilicon Microelectronics (Shanghai) Co., Ltd

In the notice of convening the third extraordinary general meeting of shareholders in 2024, the announcement date of the notice of the convening of this general meeting of shareholders has been more than 15 days from the date of this general meeting of shareholders, in accordance with the provisions of Chinese laws and regulations, and also in accordance with the Articles of Association.

The firm believes that the convening and convening procedures of this general meeting of shareholders are in accordance with the laws and regulations of the People's Republic of China and the Articles of Association.

2. Qualifications for voting and convening general meetings

After verification by our lawyers, a total of 7 shareholders (including shareholders' representatives) participated in the on-site voting of the company's general meeting of shareholders, representing a total of 107,891,555 shares, accounting for 21.5630% of the company's total voting shares. According to the results of the online voting and on-site voting provided by SSE Information Network Co., Ltd., a total of 243 shareholders (including shareholders' representatives) participated in the on-site voting and online voting at the shareholders' meeting, representing a total of 245,857,558 voting shares, accounting for 49.1366% of the company's total voting shares. The qualifications of shareholders who vote through the online voting system shall be verified by the Shanghai Stock Exchange Information Network Co., Ltd., the provider of the online voting system.

As verified by our lawyers, the qualifications of shareholders (including shareholders' representatives) attending the on-site meeting of the shareholders' meeting comply with the relevant Chinese laws and regulations and the Articles of Association.

The convener of this general meeting of shareholders is the board of directors of the company, and in accordance with the provisions of Chinese laws and regulations and the provisions of the articles of association, the board of directors has the right to convene this general meeting of shareholders. In addition to the shareholders and shareholders' representatives who attended the shareholders' meeting on site, some directors, supervisors and senior managers of the company also attended or attended the shareholders' meeting on site.

The firm believes that the qualifications of the persons participating in the voting of this general meeting of shareholders are legal and valid, and the qualifications of the convener of this general meeting of shareholders are legal and valid.

3. Voting procedures and voting results of the general meeting of shareholders

(1) The voting procedures of the general meeting of shareholders

After verification by the lawyers of the firm, the general meeting of shareholders adopted a combination of on-site voting and online voting to consider the following proposals:

Proposal 1, the resolution of the general meeting of shareholders on extending the company's 2023 issuance of A shares to specific targets is

Expiration of the bill

Proposal 2: Proposal on the addition of a chief strategy officer and a chief operating officer and amendment to the articles of association

The above-mentioned proposal 1 is a proposal for the separate counting of votes for small and medium-sized investors, and the company has counted the votes of small and medium-sized investors separately.

After the on-site voting, the company's shareholder representatives, supervisors and lawyers of the firm counted and scrutinized the votes. After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting.

(2) The voting results of the general meeting of shareholders

After verification by our lawyers, the voting on the deliberation of the general meeting of shareholders is as follows:

Proposals 1 to 2 of this general meeting of shareholders have been voted and passed by the general meeting of shareholders by special resolution procedure, that is, the same

It means that the number of voting shares of these proposals has reached more than two-thirds of the total number of voting shares held by the shareholders of the Company (including shareholders' representatives) attending the general meeting. Proposals 1 to 2 have been voted and approved by this general meeting of shareholders.

In summary, the firm believes that the voting procedures and voting results of this general meeting of shareholders are in accordance with the provisions of Chinese laws and regulations, as well as the Articles of Association, and the voting procedures and voting results of this general meeting of shareholders are legal and valid. IV. Conclusions

In summary, the firm believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant Chinese laws and regulations and the Articles of Association; The qualifications of the personnel participating in the voting of this general meeting of shareholders are legal and valid; The qualifications of the convener of this general meeting of shareholders are legal and valid; The voting procedures and voting results of this general meeting of shareholders are legal and valid.

Two originals of this legal opinion.

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