Halo Micro(SH:688173) Zheng Quan Zhi Xing·2025-08-25 16:31Core Viewpoint - The legal opinion letter addresses the change in equity ownership of TAO HAI in Xi Di Microelectronics Group Co., Ltd. due to inheritance, confirming the legitimacy and compliance of the equity change process [1][3][8]. Group 1: Reason for Equity Change - The equity change is a result of the inheritance of shares held by the deceased actual controller, Dai Zuyu, who owned 93,790,457 shares, accounting for 22.86% of the total share capital of 410,319,336 shares as of June 30, 2025 [3][5]. - TAO HAI inherits all shares from Dai Zuyu, while other heirs, Tao Chunzhan and Tao Yang, have waived their rights to the inheritance [3][4]. Group 2: Subject Qualification of the Equity Holder - TAO HAI is identified as a male U.S. national residing in California, with no disqualifying conditions under the relevant regulations for acquiring shares in a listed company [4][5]. Group 3: Details of Equity Change - Prior to the change, TAO HAI did not directly hold shares but had indirect ownership of 1,800,004 shares (0.44%) through a partnership [5][6]. - After the inheritance, TAO HAI directly holds 93,790,457 shares (22.86%) and continues to hold 1,800,004 shares indirectly [6][7]. Group 4: Change in Actual Controllers - The actual controllers of the company changed from TAO HAI, Dai Zuyu, and Tang Ya to just TAO HAI and Tang Ya after the equity change [7][8]. - The total direct and indirect shareholding of TAO HAI, Tang Ya, and the partnership exceeds 39.32% of the total share capital, confirming their status as actual controllers [7][8]. Group 5: Compliance with Regulations - The equity change qualifies for exemption from mandatory tender offer requirements under the relevant regulations due to the inheritance exceeding 30% of the issued shares [8]. - The necessary disclosures regarding the equity change have been made in accordance with the applicable laws and regulations [8].