Beijing Global Law Firm

About

China Resources Microelectronics Limited

(China Resources Microelectronics Co., Ltd.)

Restricted Stock Incentive Plan Reservation Grant Related Matters

of

Legal Opinion

Beijing Global Law Firm

About

China Resources Microelectronics Limited

(China Resources Microelectronics Co., Ltd.)

Restricted Stock Incentive Plan Reservation Grant Related Matters

of

Legal Opinion

GLO2021BJ (French) Zi No. 11170-4

To: China Resources Microelectronics Limited (China Resources Microelectronics Co., Ltd.)

Beijing Global Law Firm (hereinafter referred to as "the Firm" or "Global") was entrusted by ChinaResourcesMicroelectronicsLimited (China Resources Microelectronics Co., Ltd.) (hereinafter referred to as "China Resources Micro" or the "Company") to act as the company's 2021 restricted stock incentive plan (Hereinafter referred to as "this incentive plan") special legal counsel. The lawyers in charge of the firm (hereinafter referred to as "the lawyers of the firm") are in accordance with the "the People's Republic of China Securities Law" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Equity Incentives for Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "Administrative Measures"), "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" (hereinafter referred to as "Listing Rules"), "Science and" Science and Technology Innovation Board Listed Companies guide No. 4-Disclosure of Equity Incentive Information (hereinafter referred to as the "Self-Regulatory Guide"), the "Trial Measures for the Implementation of Equity Incentives by State-controlled Listed Companies (Domestic)" (hereinafter referred to as the "Equity Incentive Measures for State-owned Listed Companies"), "Guidelines for the Implementation of Equity Incentives by Listed Companies Controlled by Central Enterprises" (hereinafter referred to as "Guidelines for Equity Incentives") and other relevant laws documents and the "Revised and Re-listed Articles of Association and Articles of Association of ChinaResources Microelectronics Limited (China Resources Microelectronics Co., Ltd.)" (hereinafter referred to as the "Articles of Association"), "China Resources Microelectronics Co., Ltd. 2021 Class II Restricted Stock Incentive Plan (After the Revised Draft is Updated)" (hereinafter referred to as "Incentive Plan (After the Revised Draft is Updated)"), this legal opinion is issued on the relevant matters involved in the grant of reserved restricted shares under the Company's incentive plan (hereinafter referred to as "this grant").

In order to issue this legal opinion, our lawyers provide the company with the documents required to issue this legal opinion.

We conducted a legal review, consulted the documents that our lawyers thought were necessary for the issuance of this legal opinion, as well as relevant laws, regulations and normative documents, and inquired relevant personnel and conducted necessary discussions on relevant matters.

In order to ensure the authenticity, accuracy and legality of the relevant conclusions of the legal opinion, our lawyers have reviewed the documents and materials related to the issuance of the legal opinion, and rely on the following guarantee of China Resources Micro: China Resources Micro has provided the exchange with the original and true written materials, copy materials, copy materials or oral testimony necessary for the issuance of legal documents, without any omission or concealment, the contents are consistent with the originals or originals; the signatories of the documents submitted to the Exchange have full civil capacity and have been duly and validly authorized to sign them.

For facts that cannot be independently verified by the Firm, our lawyers rely on relevant certificates and explanatory documents issued by relevant government departments, China Resources Micro and the incentive targets of this incentive plan.

In this legal opinion, our lawyers only express legal opinions on important legal issues that have occurred or existed before the date of this legal opinion and are related to this incentive plan, and do not express opinions on other issues and professional matters such as accounting, auditing, asset evaluation, etc. In this legal opinion, the lawyer of the firm refers to the contents of professional documents such as accounting, auditing, asset evaluation, financial consultant (including but not limited to audit report, asset evaluation report, independent financial consultant report, profit forecast report, etc.), It does not mean that the lawyer of the firm makes any express or implied guarantee for the authenticity and accuracy of these professional documents and the quoted contents, our lawyers are also not professionally qualified to verify and judge such professional documents and the contents cited.

This legal opinion is issued in accordance with the laws of the People's Republic of China and is limited to the laws of the People's Republic of China that have been published and are currently in force prior to the issuance of this legal opinion. This legal opinion does not express an opinion on the application of foreign law.

In accordance with the provisions of the Securities Law, the measures for the Administration of Securities legal Business of Law firms, the rules for the practice of Securities legal Business of Law firms (for trial implementation) and the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their legal duties, followed the principles of diligence, due diligence and good faith, and carried out full verification and verification, ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding observations published are legal and accurate, and that there are no false records, misleading statements or material omissions, and bear the corresponding legal liability.

Based on the above, the Firm, in accordance with the requirements of the the People's Republic of China Lawyers Law, in accordance with the requirements of the Chinese lawyer industry.

Recognized standards of business, ethics and diligence, and issued legal opinions as follows:

1. of this Incentive Plan and the Approval and Authorization of this Grant

(I) the approval and authorization of this incentive plan

1. On December 24, 2021, the company held the 25th meeting of the first board of directors to consider the approval.

Passed the "Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan (Draft)> and its Summary", "Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan Implementation Assessment Measures", "Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan Management Measures", "Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan Incentive Target List", "About Submitting to the General Meeting of Shareholders" authorize the Board of Directors to handle the Company's 2021 Class II Restricted Stock Incentive Plan and other proposals. The related directors have recused themselves when voting on the relevant motion. The independent directors have expressed an independent opinion on matters relating to this incentive plan.

2. According to the company's written statement, since the company is a red-chip enterprise established in the Cayman Islands and does not have a supervisory board, the procedures and obligations that should be performed by the supervisory board as stipulated in the Administrative Measures shall be performed by the company's independent directors.

On behalf of the performance. On December 25, 2021, the Company announced the Independent Director of China Resources Microelectronics Co.

Regarding the Verification Opinion on the Company's 2021 Restricted Stock Incentive Plan (Draft), the Independent Directors unanimously agreed to the Company's incentive plan.

3. On February 15, 2022, the company received the state-owned by the State Council forwarded by China Resources (Group) Co., Ltd.

The Asset Supervision and Administration Commission's "Approval on the Implementation of the Second Type of Restricted Stock Incentive Plan by China Resources Microelectronics Co., Ltd." (Guo Zi Kaofen [2022] No. 49), the State-owned Assets Supervision and Administration Commission of the State Council agreed in principle to the company's implementation of the second type of restricted stock incentive plan.

4. On February 22, 2022, the company held the 27th meeting of the first board of directors to consider

It has passed the "Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan (Revised Draft)> and its Summary" and "About the Company's 2021 Class II Restricted Stock Incentive Plan Implementation Assessment Measures (Revised Draft)" Proposal "," Proposal on the Company's 2021 Class II Restricted Stock Incentive Plan Incentive Target List (Revised Draft) "and other proposals. The related directors have recused themselves when voting on the relevant motion. The independent directors have issued independent opinions on matters related to this incentive plan.

5, the company's incentive plan for the first time to grant the list of incentive objects in the company's internal publicity, public.

The period is from February 23, 2022 to March 4, 2022. As of the expiration of the publicity period, the Company has not received any

Objections to the first grant of incentives. On March 5, 2022, the Company announced the "China Resources Microelectronics Co.

Publicity and Verification Opinions of Independent Directors of the Company on the List of Incentive Objects of the Company's 2021 Restricted Stock Incentive Plan (Announcement No. 2022-016).

6. On March 11, 2022, the company held the first interim shareholders' meeting in 2022, which was reviewed and approved.

The Proposal on the Company's Class II Restricted Stock Incentive Plan for 2021 (Revised Draft) and its Summary, the Proposal on the Evaluation Measures for the Implementation of Class II Restricted Stock Incentive Plan for 2021 (Revised Draft), the Proposal on the Company's Administrative Measures for Class II Restricted Stock Incentive Plan for 2021, and the Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Class II Restricted Stock Incentive Plan for 2021 ". The Company's implementation of this Incentive Plan has been approved by the General Meeting of Shareholders, and the Board of Directors is authorized to determine the date of grant of restricted stock, grant restricted stock to the incentive object when the incentive object meets the conditions, and handle all matters necessary for the grant of restricted stock.

(II) the approval and authorization of the adjustment for the first time in this incentive plan

On March 16, 2022, the company held the 28th meeting of the first board of directors, which was approved.

"Proposal on Adjusting Matters Related to the 2021 Class II Restricted Stock Incentive Plan" and "Proposal on the First Grant of Restricted Stock to Incentive Objects". The related directors have recused themselves when voting on the relevant motion. The independent directors have agreed to an independent opinion on matters related to the adjustment of the incentive plan and the first grant of restricted stock.

Approval and authorization (III) the confirmation items reserved for this incentive plan

1. On December 5, 2022, the company held the fifth meeting of the second board of directors, which was approved.

Motion to confirm the reserved portion of the Company's Class II Restricted Stock Incentive Plan for 2021 (Draft Amendment). The related directors have recused themselves when voting on the relevant motion. The independent directors have expressed their agreed independent opinions on the matters related to the confirmation of the reserved part of the incentive plan.

2. On December 21, 2022, the company held the third extraordinary general meeting of shareholders in 2022 to review and approve

Passed the Motion to Confirm the Reserved Portion of the Company's Class II Restricted Stock Incentive Plan for 2021 (Draft Amendment). This incentive plan set aside to confirm matters approved by the general meeting of shareholders.

(IV) the approval and authorization of this grant

According to the authorization of the company's general meeting of shareholders, on February 8, 2023, the company held the sixth session of the second board of directors.

At the second meeting, the Bill on the Grant of Reserved Restricted Stock to Incentive Objects was considered and adopted. The related directors have recused themselves when voting on the relevant motion. The independent directors have issued an independent opinion on matters related to this grant. On the same day, the independent directors issued a verification opinion on the list of incentive targets for the grant of reserved restricted stock.

To sum up the aboveAs stated, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations at this stage for this grant, which is in compliance with the "Administrative Measures", "Listing Rules", "Self-Regulatory Guidelines" and "Incentive Plan (After the revised draft is updated)" relevant provisions.

2. the specifics of this award

(I) date of this grant

According to the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the Company's 2021 Class II Restricted Stock Incentive Plan" approved by the Company's First Extraordinary General Meeting of Shareholders in 2022, the Company's General Meeting of Shareholders authorizes the Board of Directors to determine the grant date of the incentive plan.

According to the "Regarding the Grant of Reservation Limits to Incentive Objects" approved at the sixth meeting of the second board of directors of the company

The Board of Directors determined February 8, 2023 as the grant date for this grant. On the same day,

The independent directors of the company issued an agreed independent opinion that the grant date complies with the provisions of the "Management Measures" and the "Incentive Plan (after the revised draft is updated)" on the grant date.

According to the company's written confirmation and verified by our lawyers, February 8, 2023 is the trading day, and in.

Within 12 months after the incentive plan is deliberated and approved by the general meeting of shareholders, it does not belong to the period during which restricted shares shall not be granted as stipulated in the administrative measures and the incentive plan (after the revised draft is updated).

In summary, our lawyers believe that the determination of the grant date of this grant has fulfilled the necessary procedures and complies with the relevant provisions of the "Management Measures" and "Incentive Plan (after the revised draft is updated).

(II) the incentive object of this award

According to the "Proposal on Granting Reserved Restricted Stocks to Incentive Objects" reviewed and approved at the sixth meeting of the company's second board of directors, the company granted 2.4756 million restricted stocks to 339 incentive objects at a grant price of 27.87 yuan per share. The independent directors have issued a concurring independent opinion. On the same day, the independent directors of the Company verified whether the incentive recipients of the grant of reserved restricted stock met the conditions for the grant, and concluded that:

The personnel on the list of incentive objects granted have the qualifications stipulated by laws, regulations and normative documents, meet the conditions of incentive objects stipulated in the administrative measures, and meet the scope of incentive objects stipulated in the incentive plan (after the revised draft is updated), and its subject qualification as the object of the company's incentive plan is legal and effective.

To sum up, our lawyers believe that the incentive object granted by the company this time conforms to the relevant provisions of the management measures and the incentive plan (after the revised draft is updated).

3. Conditions of Grant for this Grant

After our lawyers publicly inquire about the "Incentive Plan (after the revised draft is updated)", the company and the incentive object meet the following grant conditions at the same time, the company can grant restricted stock to the incentive object according to this incentive plan.

1. The company has not had any of the following situations:(1) the financial accounting report of the most recent fiscal year was issued by a certified public accountant with a negative opinion or an audit report that could not express an opinion;(2) the internal control of financial reporting of the most recent fiscal year was issued by a certified public accountant with a negative opinion or an audit report that could not express an opinion;(3) In the last 36 months after listing, there has been a situation where profit distribution has not been made in accordance with laws and regulations, the Articles of Association, and public commitments;(4) Laws and regulations stipulate that equity incentives shall not be implemented;(5) Other circumstances determined by the China Securities Regulatory Commission.

2. The company shall have the following conditions:(1) the corporate governance structure is standardized, the shareholders' meeting, the board of directors and the management are well organized, and the responsibilities are clear. External directors (including independent directors) account for more than half of the board members;(2) the remuneration and appraisal committee is composed of external directors, and the remuneration and appraisal committee has a sound system, perfect rules of procedure and standardized operation;(3) the internal control system and performance appraisal system are sound, the basic management system is standardized, and the labor employment, salary and welfare system and performance appraisal system that meet the requirements of the market economy and modern enterprise system have been established;(4) The development strategy is clear, the asset quality and financial status are good, and the operating performance is stable; there are no financial violations and bad records in the past three years;(5) other conditions stipulated by the securities regulatory authorities.

3. The incentive object has not occurred in any of the following situations:(1) it has been identified as an inappropriate candidate by the stock exchange in the last 12 months;(2) it has been identified as an inappropriate candidate by the CSRC and its dispatched offices in the last 12 months;(3) it has been administratively punished or taken market prohibition measures by the CSRC and its dispatched offices for major violations of laws and regulations in the last 12 months;(4) those who are not allowed to participate in equity incentives of listed companies as stipulated by laws and regulations;(5) those who violate relevant laws and regulations and the articles of association of listed companies;(6) during their term of office, due to bribery, embezzlement and theft, divulging the business and technical secrets of listed companies, and implementing related transactions to damage the interests, reputation and interests of listed companies.

The company's image has a significant negative impact and other violations of law and discipline, causing losses to the listed company;(7) in the most recent fiscal year at the time of grant, the individual performance appraisal results of the incentive object did not appear below C (partially qualified);(8) other circumstances determined by the CSRC. During the implementation of this incentive plan, if the incentive object becomes an independent director of the company, a shareholder or actual controller who holds more than 5% of the shares individually or collectively, and their spouses, parents, and children, the company shall not grant restricted stocks to them.

4. The company grants performance conditions.

At the time of the grant of restricted shares, the company's audited financial data in 2020 must meet the following conditions before the grant can be implemented:(1) the return on net assets of the parent shall not be less than 7%, and shall not be less than the 50th mark of the target enterprise or the industry average;(2) The three-year compound growth rate of net profit attributable to the parent (I .e. the compound growth rate in 2020 compared with 2017) shall not be less than 25%, and not less than the 50th mark or industry average of the target enterprise;(3) the turnover rate of accounts receivable is not less than 6.1 and not less than the 50th mark or industry average of the target enterprise.

According to the company's written confirmation, the "China Resources Microelectronics Co., Ltd. Audit Report" (Tian Gong Zi [2021] No. 4020) issued by Tianzhi International Accounting Firm (Special General Partnership) and other relevant announcements and verified by our lawyers, as of the grant date of this grant, the reserved grant conditions of this incentive plan have been met, the implementation of this grant by the company complies with the relevant provisions of the Management Measures and the Incentive Plan (after the revised draft is updated).

4. Voided Partial Reserved Restricted Stock

According to the relevant provisions of the "Administrative Measures" and the "Incentive Plan (after the revised draft is updated)": "The grant object of the reserved interest shall be clarified within 12 months after this incentive plan is reviewed and approved by the general meeting of shareholders. If the incentive object is clearly defined, the reserved interest shall be invalid."

According to the authorization of the general meeting of shareholders of the company, on February 8, 2023, the sixth meeting of the second board of directors of the company deliberated and passed the proposal on granting reserved restricted shares to incentive objects, and agreed to grant 2.4756 million shares to 339 eligible incentive objects, and the remaining 531800 shares will no longer be granted and will automatically become invalid. The independent directors of the company have issued a concurring independent opinion.

To sum up, our lawyers believe that the reserved restricted stocks in part of the cancellation are in line with the relevant provisions of the administrative measures and the incentive plan (after the revised draft is updated).

Disclosure of Information 5. the Grant and Cancelled Part of the Restricted Stock

According to the company's confirmation, after the sixth meeting of the second board of directors of the company, the company will apply to the Shanghai Stock Exchange and the designated information disclosure media for the announcement of the resolutions of the board of directors and documents related to the grant and cancellation of some restricted stocks. In addition, with the implementation of this incentive plan, the company will continue to fulfill its information disclosure obligations in accordance with the provisions of laws, regulations and normative documents such as the administrative measures, listing rules and self regulatory guidelines.

In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company has fulfilled its information disclosure obligations in compliance with the "Administrative Measures", "Listing Rules" and "Self-Regulatory Guidelines. With the implementation of this incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with relevant laws, regulations and regulatory documents.

6. concluding comments

In summary, our lawyers believe that as of the date of issuance of this legal opinion, the company has obtained the necessary approvals and authorizations for this grant at this stage, which complies with the "Administrative Measures", "Listing Rules", "Self-Regulatory Guidelines" and "The relevant provisions of the Incentive Plan (after the revised draft is updated); the grant date of this grant is determined to have fulfilled the necessary procedures, comply with the relevant provisions on the grant date in the" Management Measures "and" Incentive Plan (after the revised draft is updated) "; the incentive objects granted by the company this time comply with the" Management Measures "and" Incentive Plan (after the revised draft is updated) "Relevant regulations; As of the grant date of this grant, the reserved grant conditions of this incentive plan have been met, the company's implementation of this grant complies with the relevant provisions of the" Administrative Measures "and the" Incentive Plan (after the revised draft is updated) "; the reserved restricted stocks in this voided part comply with the" Administrative Measures "and the" Incentive Plan (after the revised draft is updated) "The relevant provisions of the company; the company's information disclosure obligations comply with the" Administrative Measures "," Listing Rules "and" Self-Regulatory Guidelines. With the implementation of this incentive plan, the company still needs to continue to perform the corresponding information disclosure obligations in accordance with relevant laws, regulations and regulatory documents.

The original of this legal opinion is in triplicate, and this legal opinion shall take effect after being signed by the lawyer of the firm and stamped with the official seal of the firm.

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