Supplementary Legal Opinion (II) on the Company's 2026 A-Share Issuance to Specific Objects and Listing
Beijing Dacheng Law Firm
Dacheng Certificate [2026] No. 14-3
Address: 16-21F, Tower B, ZT International Center, No.10, Chaoyangmen Nandajie, Chaoyang District, Beijing, China
Tel: +86 10-58137799
Fax: +86 10-58137788
1. Introduction
This supplementary legal opinion is issued to Tongfu Microelectronics Co., Ltd. (the "Company") based on the engagement agreement signed between our firm and the Company, appointing us as the special legal advisor for the Company's issuance of A-shares to specific objects and listing in 2026. On February 10, 2026, we issued the legal opinion regarding the Company's issuance of A-shares (hereinafter referred to as the "Legal Opinion") and the lawyer's work report (hereinafter referred to as the "Lawyer's Work Report"). On March 31, 2026, we issued the Supplementary Legal Opinion (I) in response to the Shenzhen Stock Exchange's inquiry letter regarding the Company's application for the issuance of shares.
2. Purpose of the Supplementary Legal Opinion
This supplementary legal opinion (hereinafter referred to as "this Supplementary Legal Opinion") is based on significant events and changes that occurred from September 30, 2025, to December 31, 2025 (hereinafter referred to as the "Supplementary Matters Period") and up to the date of issuance of this Supplementary Legal Opinion. It serves as a supplement and modification to the Legal Opinion and the Lawyer's Work Report and constitutes an inseparable part of them. Unless otherwise specified in this Supplementary Legal Opinion, the premises and assumptions under which legal opinions were expressed in the Legal Opinion and the Lawyer's Work Report also apply to this Supplementary Legal Opinion.
3. Legal Basis
The Company has assured us that the materials and documents provided, as well as the oral and written explanations regarding relevant facts, are true, accurate, and complete, with no false records, misleading statements, or significant omissions. Our legal opinions are based on facts that have occurred or existed prior to the issuance date of this Supplementary Legal Opinion, as well as laws, regulations, and normative documents officially published and implemented by the state.
4. Issuance Authorization and Approval
The Company held its 16th meeting of the 8th Board of Directors on January 9, 2026, and the first extraordinary general meeting of shareholders on January 26, 2026, where relevant proposals for this issuance were approved. The Company held its 18th meeting of the 8th Board of Directors on April 9, 2026, where it approved the proposal to adjust the plan for the issuance of A-shares to specific objects in 2026.
5. Adjustments to the Issuance Plan
The total amount raised from this issuance is adjusted to a maximum of 422 million yuan (including principal), with all funds intended for the following projects:
| Project | Total Investment Amount (10,000 yuan) | Intended Use of Raised Funds (10,000 yuan) |
|---|---|---|
| Storage Chip Packaging Capacity Enhancement Project | 88,837.47 | 80,000.00 |
| Automotive and Emerging Applications Packaging Capacity Enhancement Project | 109,955.80 | 105,500.00 |
| Wafer-Level Packaging Capacity Enhancement Project | 74,330.26 | 69,500.00 |
| High-Performance Computing and Communication Packaging Capacity Enhancement Project | 72,430.77 | 62,000.00 |
| Supplementing Working Capital and Repaying Bank Loans | 105,000.00 | 105,000.00 |
| Total | 450,554.30 | 422,000.00 |
The Company may use its own or self-raised funds to invest in the projects before the raised funds are in place, and will replace them according to relevant laws and regulations after the funds are in place. If the actual net amount raised after deducting issuance costs is less than the intended total investment amount, the Company will adjust the order and amount of investment in the projects accordingly, with any shortfall covered by its own or self-raised funds.