Beijing Jindu Law Firm Shanghai Branch

About Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

Legal Opinion of the Second Extraordinary General Meeting of Shareholders in 2023

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

The Shanghai Branch of Beijing Jindu Law Firm (hereinafter referred to as the Firm) was entrusted by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the Company), in accordance with the Securities Law of the the People's Republic of China (hereinafter referred to as the Securities Law), the the People's Republic of China Company Law (hereinafter referred to as the Company Law), the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission), the Rules of Shareholders' Meetings of Listed Companies (Revised in 2022) (hereinafter referred to as the Rules of Shareholders' Meetings) and other the People's Republic of China territory (hereinafter referred to as the territory of China), for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan of China) current effective laws, administrative regulations, rules and regulatory documents and current effective company seals

In accordance with the relevant provisions of the program, the lawyer was assigned to attend the company's second meeting of the 2023 meeting on March 29, 2023.

(hereinafter referred to as the General Meeting of Shareholders) and issue this legal opinion on matters relating to the General Meeting of Shareholders.

In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited:

1. Shengmei Semiconductor Equipment (Shanghai) approved by the Company's First Extraordinary General Meeting of Shareholders in 2022

The Articles of Association of a Joint Stock Company Limited (hereinafter referred to as the Articles of Association);

2. Resolution of the third meeting of the second board of directors of the company;

3. Shengmei Semiconductor Equipment published on the website of Shanghai Stock Exchange on February 25, 2023

(Shanghai) Co., Ltd. Notice on Convening the Second Extraordinary General Meeting of Shareholders in 2023;

4. The register of shareholders of the company on the date of registration of the shares of the general meeting of shareholders;

5. Registration records and vouchers of shareholders and other personnel attending the meeting;

6. The statistical results of the online voting of the shareholders' meeting provided by SSE Information Network Co., Ltd;

7. The company's general meeting of shareholders and related proposals related to the content of the announcement and other documents;

8. Other parliamentary documentation.

The company has guaranteed to the exchange that the company has disclosed to the exchange all the facts sufficient to affect the issuance of this legal opinion and provided the original written materials, duplicate materials, photocopies, commitment letters or certificates required by the exchange to issue this legal opinion, and there are no concealed records, false statements and major omissions; The documents and materials provided by the company to the exchange are true, accurate, complete and effective, and if the documents are copies or photocopies, they are consistent and consistent with the original.

In this legal opinion, the exchange only expresses its opinions on the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and whether the voting results comply with the relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, it does not express opinions on the content of the proposals considered by this general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The firm only gives its opinions in accordance with the laws and regulations currently in force in China, and does not express its opinions in accordance with any laws outside China.

In accordance with the relevant provisions of the above-mentioned laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the exchange has strictly performed its legal duties, followed the principles of diligence, due diligence and good faith, and fully verified the relevant matters of the general meeting of shareholders of the company, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions published in this legal opinion are legal and accurate, and there are no false records, misleading statements or major omissions, and the corresponding legal responsibilities shall be assumed.

The Exchange agrees to use this legal opinion as the announcement material of this general meeting of shareholders, and submit it to relevant agencies along with other meeting documents and make an announcement. In addition, this legal opinion shall not be used for any other purpose by any other person without the consent of the Firm.

In accordance with the requirements of relevant laws and regulations, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the lawyers of the firm attended this general meeting of shareholders, and conducted relevant facts about the convening and convening of this general meeting of shareholders and the documents provided by the company After verification and verification, the legal opinions are issued as follows:

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

(I) the convening of this shareholders' meeting

On February 23, 2023, the company held the third meeting of the second board of directors, deliberated and adopted the "on

Proposal to convene the second extraordinary general meeting of shareholders in 2023, decided to convene on March 29, 2023

The second extraordinary general meeting of shareholders in 2023.

On February 25, 2023, the Company issued an announcement on the website of the Shanghai Stock Exchange and other China Securities Regulatory Commission.

The information disclosure media published "Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. on the convening of 2023.

Notice of the Second Extraordinary General Meeting of Shareholders.

(II) the convening of this shareholders' meeting

1. The shareholders' meeting was held in a combination of on-site meeting and online voting.

2. The on-site meeting of this shareholders' meeting will be held at 10:30 on March 29, 2023 in Shanghai for a free trade trial.

The conference room on the 5th floor, building 4, no 1690 Cai lun road, inspection area was held by the chairman of the company, Mr. HUIWANG.

frequency communication to preside over this general meeting of shareholders.

3. The time for online voting through the online voting system of the shareholders' meeting of the Shanghai Stock Exchange is:

29 March 2023. Among them, the voting time through the trading system voting platform is when the general meeting of shareholders is held.

The trading time of the day, that is, 9:15-9:25,9:30-11:30,13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

After verification by the lawyers of the firm, the actual time, place, method, and proposals reviewed at the meeting of shareholders are in line with the announcement in the ''Notice of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. on Convening the Second Extraordinary General Meeting of Shareholders in 2023 ''The time, place, method, and matters submitted to the meeting for deliberation are consistent.

Our lawyers believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.

2. to attend the meeting of the general meeting of shareholders and convener qualifications

(I) the qualifications of persons attending this general meeting of shareholders

The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate of the corporate shareholders attending the general meeting, the certificate of legal representative or power of attorney, and the personal identity of the natural person shareholders attending the general meeting of shareholders Proof and other relevant information were verified, confirming that there were 5 shareholders and shareholders' agents attending the company's general meeting on the spot, representing 358,764,831 voting shares, 82.7492 per cent of the total voting shares of the Company.

According to the online voting results provided by Shanghai Stock Exchange Information Network Co., Ltd., a total of 8 shareholders participated in the online voting of this general meeting of shareholders, representing 9,941,187 voting shares, accounting for 2.2929 of the company's total voting shares.

Among them, there are 12 shareholders (hereinafter referred to as small and medium-sized investors) other than directors, supervisors, senior managers and shareholders who individually or collectively hold more than 5% of the company's shares, representing 11,013,710 voting shares, accounting for 2.5403 of the total voting shares of the company.

In summary, the total number of shareholders attending this general meeting is 13, representing 368,706,018 voting shares, accounting for 85.0421 of the total voting shares of the company.

In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the general meeting of shareholders also included the directors, supervisors, Secretary of the board of directors and lawyers of the firm. Other senior managers of the company attended the general meeting of shareholders as nonvoting delegates.

The qualifications of the aforementioned shareholders participating in the online voting of this general meeting of shareholders are verified by the online voting system provider. Our lawyers are unable to verify the qualifications of these shareholders. The qualifications of these shareholders participating in the online voting of this general meeting of shareholders are in compliance Under the premise of laws, regulations, regulatory documents and the "Articles of Association", our lawyers believe that, the qualifications of the personnel attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association of the company.

Qualification of (II) convener

The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener conforms to the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association of the company.

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

(I) the voting procedure of this general meeting of shareholders

1. The proposal considered at this shareholders' meeting is consistent with the notice of Shengmei Semiconductor equipment (Shanghai) Co., Ltd. on convening the second interim shareholders' meeting in 2023, and there is no amendment to the original proposal or addition of new proposals.

2. The shareholders' meeting adopts the voting method of combining on-site voting and online voting. Witnessed by our lawyers, the on-site voting of the shareholders' meeting voted by secret ballot on the motions listed in the notice of the meeting. The votes at the on-site meeting were counted and scrutinered by shareholders' representatives, supervisors' representatives and our lawyers.

3. Shareholders participating in online voting exercised their voting rights through the Shanghai Stock Exchange trading system or Internet voting system within the specified online voting time. After the online voting, the online voting system of the Shanghai Stock Exchange shareholders meeting fed back the statistical data of online voting. file.

4. The moderator of the meeting announced the voting situation of the bill based on the statistical results of the on-site meeting voting and online voting, and announced the passage of the bill based on the voting results.

(II) the voting results of this shareholders' meeting

Witnessed by our lawyers, the shareholders' meeting examined and adopted the following motions in accordance with laws, administrative regulations, the rules of the shareholders' meeting and the articles of Association:

1. Discussion on Confirmation of Daily Related Transactions in 2022 and Forecast of Daily Related Transactions in 2023

case

Agree to 11,013,710 shares, accounting for 100 of the total voting shares of shareholders attending the meeting and shareholders' proxies; Oppose 0 shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders' proxies; Abstain from 0 shares, accounting for 0% of the total voting shares of shareholders attending the meeting and shareholders' proxies.

Among them, the voting situation of small and medium-sized investors is that they agree to 11,013,710 shares, accounting for 100 of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; they oppose 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; and 0 shares abstained, accounting for 0% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.

In connection with the consideration of this motion, ACMRESEARCH, Inc. As a related shareholder, a recusal vote was taken.

2. "Proposal on Using Part of the Over-raised Funds to Increase Capital to Wholly-owned Sun Company to Implement New Projects"

Agree to 368,706,018 shares, accounting for 100 of the total number of voting shares of shareholders attending the meeting and shareholders' proxies; oppose 0 shares, accounting for voting shares of shareholders attending the meeting and shareholders' proxies0% of the total number of shares; 0 shares abstaining, accounting for 0% of the total number of voting shares of shareholders attending the meeting and representatives of shareholders' proxies.

Among them, the voting situation of small and medium-sized investors is that they agree to 11,013,710 shares, accounting for 100 of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; they oppose 0 shares, accounting for 0% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting; and 0 shares abstained, accounting for 0% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.

Our lawyers believe that the voting procedures of the company's general meeting of shareholders are in compliance with relevant laws, administrative regulations, the "Rules of the General Meeting of Shareholders" and the "Articles of Association", and the voting results are legal and effective.

4. concluding comments

To sum up, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company are in line with the provisions of the company law, the securities law and other relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association; the qualifications of the personnel and conveners attending the general meeting of shareholders are legal and effective; the voting procedures and voting results of the general meeting of shareholders are legal and effective.

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(There is no text on this page. It is the signature page of the "Legal Opinion of the Shanghai Branch of Beijing King & Wood Mallesons Law Firm on the Second Extraordinary General Meeting of Shareholders of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. in 2023")

Lawyers of Shanghai Branch of Beijing Jindu Law Firm:

Xu Hui

Wang Anrong

Person in charge of the unit:

Nie Weidong

2023 Year Month Day