Guohao law firm (Shanghai)
about
Issue A-Shares to specific objects in 2021
of
Supplementary legal opinion (III)
Floor 23-25, Jiadi center, No. 968, West Beijing Road, Shanghai 200041
23-25th Floor, Garden Square, No. 968 West Beijing Road, Shanghai 200041, China
Tel: + 86 21 5234 1668 Fax: + 86 21 5243 3320
Website: http://www.grandall.com.cn.
February, 2002
catalogue
catalogue Section 1 Introduction 4 reply to Section II Implementation letter 5 I. question 2 of the implementation letter 5 II. Question 3 of the implementation letter 9 Section III signature page thirteen
Guohao law firm (Shanghai)
About Kingsemi Co.Ltd(688037)
Issue A-Shares to specific objects in 2021
of
Supplementary legal opinion (III)
According to the special legal service entrustment agreement signed with Kingsemi Co.Ltd(688037) (hereinafter referred to as the “issuer” or the “company”), Guohao law firm (Shanghai) serves as the special legal adviser for the issuer to issue A-share shares to specific objects and list on the science and Innovation Board (hereinafter referred to as the “issuance”).
In accordance with the securities law of the people’s Republic of China, the company law of the people’s Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission, In accordance with the requirements of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the verification work is carried out on the basis of facts and the law, In September 2021, it issued the lawyer work report of Guohao law firm on issuing A-Shares to specific objects in Kingsemi Co.Ltd(688037) 2021 and the legal opinion of Guohao law firm on issuing A-Shares to specific objects in Kingsemi Co.Ltd(688037) 2021 In November 2021, it issued the supplementary legal opinion of Guohao law firm (Shanghai) on Issuing A-share shares to specific objects in Kingsemi Co.Ltd(688037) 2021 (I) In January 2022, it issued the supplementary legal opinion of Guohao law firm (Shanghai) on Issuing A-share shares to specific objects in Kingsemi Co.Ltd(688037) 2021 (II) (collectively referred to as the “original legal opinion”).
According to the relevant review requirements of Shanghai Stock Exchange, our lawyers have checked the legal matters that need to be verified by lawyers in the implementation letter of feedback on issuance and registration (hereinafter referred to as the “implementation letter”), Issue the supplementary legal opinion (III) of Guohao law firm (Shanghai) on Issuing A-share shares to specific objects in Kingsemi Co.Ltd(688037) 2021 (hereinafter referred to as “this supplementary legal opinion”).
Section I Introduction
1、 The statements made by our lawyers in the original legal opinion shall also apply to this supplementary legal opinion. 2、 Unless otherwise stated or the context otherwise requires, the interpretation of the original legal opinion applies to this supplementary legal opinion.
3、 For matters not mentioned in this supplementary legal opinion, the relevant conclusions of the original legal opinion shall still apply. In case of any inconsistency between the original legal opinion and this supplementary legal opinion, the contents of this supplementary legal opinion shall prevail.
Section II reply to the implementation letter
1、 Question 2 of the implementation letter
According to the application materials, the raised investment projects include ” Shanghai Lingang Holdings Co.Ltd(600848) R & D and industrialization project” and “industrialization project of high-end wafer processing equipment (phase II)”. The applicant is requested to supplement: (1) whether the raised investment project complies with relevant national industrial policies; (2) Whether it is necessary to perform other procedures other than project approval and filing in relevant departments or meet other requirements of relevant departments. The sponsor and the applicant’s lawyer shall check and express clear opinions on whether it will affect the public offering.
The reply is as follows:
1、 Whether the raised investment project complies with the national industrial policy
(I) the raised investment project meets the requirements of national industrial structure adjustment
The issuer’s raised investment project ” Shanghai Lingang Holdings Co.Ltd(600848) R & D and industrialization project” is mainly used to produce high-end semiconductor special equipment such as ARF lithography process gluing developer, immersion lithography process gluing developer and single-chip chemical cleaning machine, “high-end wafer processing equipment industrialization project (phase II)” is mainly used to produce front BARC (anti reflective layer) gluing machine, i-line gluing developer KrF gluing developing machine, rear channel advanced packaging bumping preparation process gluing developing machine and other high-end semiconductor special equipment. According to item 1.3.1 of the guidance catalogue for key products and services of strategic emerging industries (2016 Edition) published by the national development and Reform Commission and Article 20 of item 28 (Information Industry) of category I (encouraged) in the guidance catalogue for industrial structure adjustment (2019 Edition), the industry in which the raised investment is located belongs to the national strategic emerging industry, It meets the requirements of national industrial structure adjustment.
(II) the industry in which the raised investment project is located belongs to the industry encouraged and supported by the state
In order to promote the development of the semiconductor industry, enhance industrial innovation ability and international competitiveness, and further promote the sustained, rapid and healthy development of the national economy, China has successively launched a series of policies to encourage and support the development of the semiconductor industry in recent years, creating a good policy environment for the development of the semiconductor industry. The main policies are as follows:
Serial number file name time related content
In the basic and core areas related to national security and development, formulate and implement the 14th five-year plan and implement strategic scientific plans and scientific projects.
Aiming at artificial intelligence, quantum 1 and 2035 long-term goal 2021.03 information, integrated circuit, life and health, brain science, biological breeding, space science and technology, deep earth and deep sea and other cutting-edge fields, we will implement a number of forward-looking and strategic national major science and technology projects.
2 the Central Committee of the Communist Party of China on the formulation of 2020.11, aiming at the frontier fields such as artificial intelligence, quantum information, integrated circuits, life and health, brain, national economic and social development science, biological breeding, aerospace science and technology, deep earth and deep sea,
Serial number file name time related content
The 14th five year plan and implement a number of forward-looking and strategic major national science and technology projects. Long term goals for 2005
Recommendations for
In order to further optimize the development environment of integrated circuit industry and software industry in the new era, Shenzhen No.3 road industry and software industry should cooperate internationally in 2020.08 industrialization, improve industrial innovation ability and development quality, and make quality development, the policies on finance and taxation, investment and financing, research and development, import and export, talents Policies and measures in eight aspects: intellectual property, market application and international cooperation.
The guidance on promoting service outsourcing and accelerating the transformation and upgrading of enterprises’ R & D and application of information technology such as integrated circuit design will be included in the support scope of the national science and technology plan (special projects, funds, etc.) from January 2020.
Opinions
On integrated circuit design, integrated circuit design enterprises and software enterprises shall implement the tax reduction and exemption policy of “two exemptions and three reductions by half” 5 and the income tax exemption policy of software industry enterprises in May 2019.
Announcement on tax policy
6. The strategic emerging industries classified the manufacturing of special equipment for semiconductor devices in integrated circuit manufacturing as a strategic emerging industry in November 2018 (2018).
Promote the development of industries such as integrated circuits, fifth generation mobile communications, aircraft engines and Xinneng 7 government work report March 2018, source automobiles and new materials, implement special projects for major short board equipment, promote intelligent manufacturing, develop industrial Internet platforms, and create a “made in China 2025 demonstration area”.
National high tech industry, optimizing industrial structure and promoting the development of key core technology 8 development zones for integrated circuits and special equipment during the 13th five year plan, 2017.04 technological breakthrough and application.
Planning
For wide band gap semiconductor devices, optical communication devices, MEMS (micro electromechanical system) devices, power electronic devices, new displays According to the huge market demand of Pan semiconductor industry fields such as advanced manufacturing and high-efficiency photovoltaic in the 13th five year plan, the scientific and technological innovation Department of 9 technology field carried out research on key equipment and processes in April 2017, focusing on solving the lack of key technologies in high-end equipment such as material equipment and device manufacturing equipment in the key item plan of electronic devices Low reliability and insufficient process development, promote the coordinated development of new technology R & D and key equipment R & D, and build an independent innovation system for high-end electronic manufacturing equipment.
Include the integrated circuit industry and clearly support the long-term equipment of the strategic emerging industry, mainly including the lithography machine, etching machine, ion implantation machine, annealing equipment and single crystal record (2016 Edition) of the 10 point products and services for 6 inch / 8 inch / 12 inch integrated circuit production line in February 2017 Film growth equipment, chemical mechanical polishing equipment, packaging equipment, testing equipment, etc.
It is required to aim at the forefront of global science and technology, focus on major needs such as industrial upgrading, improvement of people’s livelihood and ecological governance of major national science and technology projects, strengthen resource integration and collaborative innovation, promote the participation of social capital and other forces in the 11th “13th five year plan” in December 2016, and accelerate the promotion of integrated circuit equipment Major projects such as the creation of new drugs have promoted the overall leap in China’s scientific and technological strength and competitiveness.
Master high-density packaging and three-dimensional (3D) micro assembly technology, explore the industrialized application of materials in the new 12 “Information Industry Development Guide” in December 2016, and improve the development ability of packaging and testing industry; The construction of production lines will drive the supporting development of key equipment and materials, and a technologically advanced, safe and reliable integrated circuit industry system will be basically built.
The national information development war, building an advanced technology system and building an internationally advanced, safe and controllable core 13 strategic outline, 2016.07 technology system, driving the weak links such as integrated circuits, basic software and core components to achieve a fundamental breakthrough.
14 national science and technology
