Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 first extraordinary general meeting of shareholders of Hangzhou Silan Microelectronics Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy and effectiveness of the meeting and its voting results [1][9]. Group 1: Meeting Procedures - The board of directors published the notice for the extraordinary general meeting on April 24, 2025, detailing the meeting's time, location, and voting methods [4]. - The meeting was held on May 9, 2025, at 2 PM, presided over by the chairman, Chen Xiangdong [4]. - Voting was conducted both on-site and online, with specific timeframes for online voting provided in the notice [4][6]. Group 2: Attendance and Qualifications - Eligible attendees included all shareholders registered with the China Securities Depository and Clearing Corporation Limited as of May 6, 2025, along with company directors, supervisors, and senior management [5]. - A total of 9 shareholders and their proxies attended the meeting in person, representing 550,107,357 shares, or 33.06% of the total voting shares [5]. - Online voting involved 4,174 shareholders, representing 118,044,543 shares, or 7.09% of the total voting shares, leading to a combined attendance of 4,183 shareholders representing 668,151,900 shares, or 40.15% of the total voting shares [6]. Group 3: Voting Procedures and Results - The meeting utilized a combination of on-site and online voting for the proposed resolutions, with results being counted and announced immediately after voting concluded [7]. - The voting results showed that 662,855,393 shares (99.2073%) voted in favor of the resolutions, while 4,087,113 shares (0.6117%) opposed, and 1,209,394 shares (0.1810%) abstained [8]. - For small and medium investors, 112,748,136 shares (95.5131%) voted in favor, with 4,087,113 shares (3.4623%) against, and 1,209,394 shares (1.0246%) abstaining [8]. Group 4: Conclusion - The legal opinion concludes that the convening and holding procedures of the shareholders' meeting, as well as the qualifications of attendees and the voting process, are in compliance with the Company Law, Shareholders' Meeting Rules, and the company's articles of association [9].
士兰微: 国浩律师(杭州)事务所关于杭州士兰微电子股份有限公司2025年第一次临时股东大会法律意见书