寒武纪: 北京市中伦律师事务所关于中科寒武纪科技股份有限公司2025年度向特定对象发行A股股票之法律意见书

Core Viewpoint - The document outlines the legal opinion regarding the issuance of A-shares by Cambricon Technologies Corporation, indicating that the company has obtained necessary internal approvals and meets the legal requirements for the issuance [2][3][18]. Group 1: Issuance Approval and Authorization - The board of directors and shareholders of Cambricon Technologies have approved the issuance of A-shares for the year 2025, with relevant resolutions passed [9][10]. - The issuance will involve a maximum of 35 specific investors, including various financial institutions and qualified investors [11][24]. Group 2: Issuance Details - The total amount to be raised from the issuance is capped at 498 million yuan, with the net proceeds intended for investment in technology innovation projects [14][26]. - The issuance price will not be lower than 80% of the average trading price of the company's A-shares over the 20 trading days prior to the pricing date [12][24]. Group 3: Company Qualifications - Cambricon Technologies is a legally established and effectively operating company, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [18][19]. - The company has no pending issues regarding the suspension or termination of its stock listing [18][19]. Group 4: Financial and Operational Independence - The company operates independently from its controlling shareholder, ensuring a complete business system and the ability to operate independently in the market [28]. - The main business of the company focuses on the research, design, and sales of artificial intelligence core chips, with over 90% of its revenue derived from its main business activities [32][33]. Group 5: Shareholder Structure - The actual controller of the company is Chen Tian Shi, who holds a significant portion of shares, ensuring that the control of the company remains unchanged post-issuance [25][29]. - The top ten shareholders include various investment funds, indicating a diversified ownership structure [26].