Legal Opinion from Beijing Dentons Law Firm on the Company's 2026 Private Placement of A-Shares and Listing

Legal Opinion from Beijing Dentons Law Firm on the Company's 2026 Private Placement of A-Shares and Listing

Document Number: Da Cheng Zheng Zi [2026] No. 14

Beijing Dentons Law Firm
16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie, Chaoyang District, 100020, Beijing, China
Tel: +86 10-58137799
Fax: +86 10-58137788

Table of Contents

1. Authorization and Approval for the Private Placement
2. Qualification of the Issuer
3. Substantive Conditions for the Private Placement
4. Establishment of the Issuer
5. Independence of the Issuer
6. Major Shareholders and Actual Controllers of the Issuer
7. Issuer's Capital and Evolution
8. Business of the Issuer
9. Related Transactions and Industry Competition
10. Major Assets of the Issuer and Subsidiaries within the Consolidated Financial Statements
11. Major Debts of the Issuer and Subsidiaries within the Consolidated Financial Statements
12. Major Asset Changes and Mergers of the Issuer
13. Formulation and Amendment of the Issuer's Articles of Association
14. Rules of Procedure for Shareholders' Meetings, Board of Directors, and Supervisory Board
15. Changes in Directors, Supervisors, and Senior Management of the Issuer
16. Taxation of the Issuer and Subsidiaries within the Consolidated Financial Statements
17. Environmental Protection, Product Quality, and Technical Supervision
18. Labor and Social Security of the Issuer
19. Use of Raised Funds by the Issuer
20. Business Development Goals of the Issuer
21. Impact of the Private Placement on the Issuer's Corporate Governance Structure
22. Litigation, Arbitration, or Administrative Penalties
23. Other Matters to be Disclosed as Advised by Lawyers
24. Review of Application Documents and Information Disclosure for the Private Placement
25. Major Intermediaries Related to the Private Placement
26. Overall Conclusion

Definitions

In this legal opinion, unless otherwise specified, the following terms have the meanings set forth below:

• "Our Firm" refers to Beijing Dentons Law Firm.
• "Our Lawyers" refers to the lawyers assigned by our firm for this project.
• "Issuer/Company" refers to Tongfu Microelectronics Co., Ltd.
• "This Issuance/Private Placement" refers to the issuer's private placement of A-shares in 2026.
• "Huada Group" refers to Huada Microelectronics Group Co., Ltd., the largest shareholder of the issuer as of September 30, 2025, holding 19.79% of the issuer's shares.
• "Fujitsu Limited" refers to Fujitsu Microelectronics Limited, the predecessor of the issuer.
• "Nantong Wanjie" refers to Nantong Wanjie Computer Systems Co., Ltd.
• "Dongyang Flower" refers to Jiangsu Dongyang Flower Biotechnology Co., Ltd. (formerly Jiangsu Dongyang Flower Cosmetics Co., Ltd.).
• "Jiangsu Hengcheng" refers to Jiangsu Hengcheng Technology Co., Ltd.
• "Fujitsu (China)" refers to Fujitsu (China) Co., Ltd., which was the second-largest shareholder of the issuer and transferred all its shares on May 7, 2018.
• "National Industrial Fund" refers to the National Integrated Circuit Industry Investment Fund Co., Ltd., which was the second-largest shareholder of the issuer as of September 30, 2025, holding 6.67% of the issuer's shares.
• "Hong Kong Central Clearing" refers to Hong Kong Central Clearing Limited, the third-largest shareholder of the issuer, holding 3.54% of the issuer's shares as of September 30, 2025.
• "Zhongshan Jianghai Industrial Fund" refers to Nantong Zhongshan Jianghai Industrial Development Fund Partnership (Limited Partnership), which was the fourth-largest shareholder of the issuer and has transferred its shares as of September 30, 2025.
• "Nantong Jinrun" refers to Nantong Jinrun Microelectronics Co., Ltd., which was the issuer's wholly-owned subsidiary as of September 30, 2025.