Beijing Tianyuan Law Firm
Supplementary Legal Opinion (I) on the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions of Ingenic Semiconductor Co., Ltd.
Jing Tian Gu Zi (2026) No. 403-1
To: Ingenic Semiconductor Co., Ltd.
Pursuant to the "Entrustment Agency Agreement" signed between Beijing Tianyuan Law Firm (hereinafter referred to as "this Firm") and Ingenic Semiconductor Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company" or "Ingenic"), this Firm serves as the special Chinese legal counsel for the Company's issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as the "Transaction"). This Firm has previously issued the "Beijing Tianyuan Law Firm's Legal Opinion on the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds and Related Party Transactions of Ingenic Semiconductor Co., Ltd." (Jing Tian Gu Zi (2026) No. 403) (hereinafter referred to as the "Legal Opinion").
This Firm now issues this supplementary legal opinion in response to the questions raised by the Shenzhen Stock Exchange in the "Audit Inquiry Letter on the Application of Ingenic Semiconductor Co., Ltd. for Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds" (Audit Inquiry Letter [2026] No. 130015) (hereinafter referred to as the "Audit Inquiry Letter"). We guarantee that the content of this supplementary legal opinion is true, accurate, and complete, and contains no false records, misleading statements, or major omissions, and we assume corresponding legal liability for its truthfulness, accuracy, and completeness.
This supplementary legal opinion serves only as a supplement to the "Legal Opinion." The opinions and conclusions of this Firm regarding other legal issues involved in the Transaction remain applicable as stated in the "Legal Opinion," and the declarations made by this Firm in the "Legal Opinion" apply to this supplementary legal opinion. Unless otherwise specified, the definitions of terms in this supplementary legal opinion have the same meanings as those in the "Legal Opinion"; in the event of any inconsistency between the "Legal Opinion" and this supplementary legal opinion, this supplementary legal opinion shall prevail.
This supplementary legal opinion is for the sole use of Ingenic for the purpose of the Transaction and shall not be used by any person for any other purpose. This Firm agrees to include this supplementary legal opinion as a necessary statutory document for the Transaction application and to submit it together with other application materials.
Based on the above, this Firm hereby issues the following supplementary legal opinion:
Main Text
I. Question 1 of the "Audit Inquiry Letter": Regarding the performance of the target assets