北京市大嘉律师事务所法律意见书 关于北京燕东微电子股份有限公司 2025年第五次临时股东会的法律意见书 大嘉法意字【2025】第0916号 致：北京燕东微电子股份有限公司 北京市大嘉律师事务所（以下简称"本所"）接受北京燕东微 电子股份有限公司（以下简称"公司"）的委托，指派本所律师列 席了公司于 2025 年 9 月 16 日召开的 2025 年第五次临时股东会（以 下简称"本次股东会"），根据《中华人民共和国公司法》（以下 简称《公司法》）、《中华人民共和国证券法》（以下简称《证券 法》）、《上市公司股东会规则》（以下简称《股东会规则》）等 我国现行法律、法规、规范性文件以及《北京燕东微电子股份有限 公司章程》（以下简称《公司章程》）的规定，就本次股东会的召 集和召开程序、出席会议人员资格、召集人资格、会议表决程序和 表决结果等事宜（以下简称"程序事宜"）出具法律意见书。 为出具本法律意见书，本所律师审查了《公司章程》及公司提 供的有关本次股东会的文件，包括但不限于载明本次股东会会议的 通知、本次股东会会议议案和决议等本所律师认为必要的文件资料， 1 北京市大嘉律师事务所法律意见书 中国北京市朝阳区佳汇国 ...

证券代码：688172 证券简称：燕东微 公告编号：2025-071 北京燕东微电子股份有限公司 2025年第五次临时股东会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、会议召开和出席情况 （一）股东会召开的时间：2025 年 9 月 16 日 （二）股东会召开的地点：北京市经济技术开发区经海四路 51 号院 3 号楼 114 会议室 （三）出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东 及其持有表决权数量的情况： | 1.出席会议的股东和代理人人数 | 94 | | --- | --- | | 普通股股东人数 | 94 | | 2.出席会议的股东所持有的表决权数量 | 951,978,429 | | 普通股股东所持有表决权数量 | 951,978,429 | | 3.出席会议的股东所持有表决权数量占公司表决权数量的比 | 66.6661 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 66.6661 | （ ...

Group 1 - Baiyang Pharmaceutical plans to strategically invest in Jikun Pharmaceutical by acquiring a 24% stake, securing rights to the innovative drug for pulmonary fibrosis, JK1033, and gaining priority purchase rights for all global compound rights of Jikun Pharmaceutical's products [1] - Qianjin Pharmaceutical received approval from the China Securities Regulatory Commission to issue shares and purchase stakes in Hunan Qianjin Xiangjiang Pharmaceutical (28.92%) and Hunan Qianjin Xieli (68%), enhancing its collaboration in the western medicine sector and supporting its "one main, two auxiliary" strategy [2] - BGI Genomics' major shareholder, Shenzhen BGI Genomics Technology Co., plans to transfer 4% of its shares (16.73 million shares) through a pricing inquiry to meet funding needs for cutting-edge technology incubation in cell and spatiotemporal genomics [3] Group 2 - Suoyuan Biotech's key ENLIGHTEN trial results were published in the prestigious journal JAMA Psychiatry, showing significant efficacy of DB104 (Liafensine) in treatment-resistant depression patients with the ANK3 biomarker, marking a breakthrough in precision medicine for mental health [4] - Betta Pharmaceuticals intends to list on the Hong Kong Stock Exchange, reporting a revenue of 1.731 billion yuan in the first half of 2025, a 15.37% increase, but a net profit decline of 37.53% to 140 million yuan, indicating challenges despite growth in revenue [5]

Core Viewpoint - Yandong Micro announced on September 3 that its shareholder Yizhuang Guotou, holding 11.83% of the shares, plans to reduce its stake through centralized bidding or block trading, with a maximum reduction of 14.2762 million shares, not exceeding 1% of the total share capital within three months after the disclosure of the reduction plan [1] Summary by Category - **Shareholder Reduction Plan** - Yizhuang Guotou intends to reduce its holdings in Yandong Micro through centralized bidding or block trading [1] - The maximum number of shares to be reduced is 14.2762 million, which represents up to 1% of the company's total share capital [1] - **Shareholding Background** - The shares to be reduced were acquired by Yizhuang Guotou prior to the company's initial public offering and listing [1]

Core Viewpoint - Yandong Microelectronics (688172.SH) experienced a decline of 3.75% to 22.3 yuan during trading, marking a cumulative drop of over 9% over the past three days due to a planned share reduction by a major shareholder [1] Summary by Relevant Sections - **Stock Performance** - The stock price of Yandong Microelectronics fell by 3.75% to 22.3 yuan [1] - The stock has seen a cumulative decline of over 9% this week [1] - **Shareholder Actions** - The major shareholder, Yizhuang Guotou, plans to reduce its stake due to operational management needs [1] - The reduction will occur through centralized bidding or block trading [1] - The maximum number of shares to be reduced is 14.2762 million, which represents up to 1% of the company's total share capital [1]

Core Viewpoint - Yandong Microelectronics (688172.SH) experienced a decline of 3.75% to 22.3 yuan during trading, marking a cumulative drop of over 9% over three consecutive days this week due to a planned share reduction by a major shareholder [1] Group 1 - The major shareholder, Yizhuang Guotou, plans to reduce its stake in Yandong Microelectronics by up to 14.2762 million shares, which represents no more than 1% of the company's total share capital [1] - The share reduction will be executed through centralized bidding or block trading methods [1] - The reduction plan will commence 15 trading days after the disclosure of the plan and will take place over a period of three months [1]

Group 1: 恒瑞医药 - Company received approval for clinical trials of HRS-7172 tablets, a new anti-tumor small molecule inhibitor [1] - Subsidiary received approval for SHR-A2009, an antibody-drug conjugate targeting HER3 [1] - Company was established in April 1997, focusing on drug research, production, and sales [1] Group 2: 康德莱 - Controlling shareholder plans to transfer 5% of shares to strategic investor at a price of 10.81 yuan per share, totaling 236 million yuan [1] - Post-transfer, controlling shareholder's stake will decrease from 39.58% to 34.58% [1] - Company was established in July 1998, specializing in medical devices [2] Group 3: 中钢洛耐 - Shareholder plans to reduce holdings by up to 1% of total shares due to fund exit needs [3] - Company was established in August 2006, focusing on high-end refractory materials [3] Group 4: 瑞玛精密 - Subsidiary completed acquisition of land in Mexico for production operations, covering 52,300 square meters at a price of 3.4064 million USD [4] - Company was established in March 2012, specializing in precision metal stamping and related products [4] Group 5: 鸿博股份 - Company confirmed normal operations despite stock price fluctuations exceeding 20% over three trading days [5] - Company was established in June 1999, focusing on lottery services and high-end packaging [6] Group 6: 东芯股份 - Company completed stock trading risk investigation and resumed trading [7] - Company was established in November 2014, specializing in storage chip design and sales [7] Group 7: 凯迪股份 - Company stated that its robot products are still in development and will not generate revenue in the short term [8] - Company was established in August 1992, focusing on linear drive systems [8] Group 8: 诺唯赞 - Major shareholder plans to reduce holdings by up to 3% due to funding needs [9] - Company was established in March 2012, focusing on functional proteins and organic materials [9] Group 9: 君实生物 - Company received approval for clinical trials of JT118 injection, a "two-in-one" recombinant protein vaccine for monkeypox [10] - Company was established in December 2012, focusing on new drug research and related services [10] Group 10: 赛力斯 - Company reported August sales of 45,818 vehicles, with a 19.57% increase in new energy vehicle sales [11] - Company was established in September 2012, focusing on automotive research and sales [11] Group 11: 燕东微 - Major shareholder plans to reduce holdings by up to 1% due to management needs [13] - Company was established in October 1987, focusing on semiconductor products and services [13] Group 12: 中百集团 - Company reported cumulative litigation and arbitration amounts of approximately 262 million yuan over the past 12 months [14] - Company was established in January 1990, focusing on retail business [14] Group 13: 金开新能 - Company received 939 million yuan in renewable energy subsidies, with a 341.67% increase year-on-year [15] - Company was established in March 1997, focusing on renewable energy development and operation [15] Group 14: *ST天茂 - Company plans to terminate stock listing and initiate cash option mechanism for shareholders [16] - Company was established in November 1993, focusing on various insurance services [16] Group 15: 宁德时代 - Company repurchased 8.69 million A-shares for a total of 2.131 billion yuan [17] - Company was established in December 2011, focusing on battery research and production [17] Group 16: 山西高速 - Controlling shareholder plans to increase holdings by 30 to 60 million yuan [18] - Company was established in February 1996, focusing on highway management [18] Group 17: 青岛银行 - Major shareholder plans to increase holdings by 233 to 291 million shares [19] - Company was established in November 1996, focusing on banking services [19] Group 18: 格力电器 - Major shareholder completed share increase of 46.38 million shares for 2.099 billion yuan [20] - Company was established in December 1989, focusing on air conditioning production and sales [20] Group 19: 中国石油 - Company plans to transfer 541 million A-shares to China Mobile Group to enhance strategic cooperation [21] - Company was established in November 1999, focusing on oil and gas exploration and production [21] Group 20: 镇洋发展 - Company announced a merger plan with Zhejiang Huhangyong Highway Co., with a share exchange ratio of 1:1.08 [22] - Company was established in December 2004, focusing on chemical products [22]

Shareholder Reductions - Yandong Micro's shareholder Yizhuang Guotou plans to reduce its stake by no more than 1% [1] - Delong Laser's shareholders Beijing Woyan and its concerted parties have cumulatively reduced their stake by 3% [1] - Zhonggang Luonai's shareholder Guoxin Shuangbai No. 1 intends to reduce its stake by no more than 1% [1] - Feilida's controlling shareholders completed a cumulative reduction of 2.39% [1] - Nanjing Chemical Fiber's mixed reform fund has reduced its stake by 1.4379% through block trading [1] - Xuelong Group's actual controller He Cailin has cumulatively reduced his stake by 1.12% [1] - Other companies such as Pulutong, Yuyin Technology, and others have also reported shareholder reductions ranging from 0.8766% to 3% [1] Company Operations - Dexin Technology does not directly produce solid-state batteries [1] - Kaidi Co.'s robotics-related business has not yet generated revenue [1]

Group 1 - Gree Electric Appliances completed a share buyback plan with a total investment of 2.099 billion yuan [2] - Shanxi Expressway's actual controller plans to increase shareholding by 30 million to 60 million yuan [2] - Qingdao Bank's Guoxin Chanquan intends to buy back 233 million to 291 million shares [2] Group 2 - Putian Technology's industrial investment fund reduced its shareholding by 0.8766% [2] - Binhai Energy's shareholder Jian Lin reduced his stake by over 1% [2] - Yandong Micro's Yizhuang Guotou plans to reduce its shareholding by no more than 1% [2] - A shareholder holding over 5% in Zhonggang Longneng intends to reduce its stake by no more than 3% [2] - Zhonggang Longneng's shareholder Guoxin Shuangbai No. 1 plans to reduce its stake by no more than 1% [2]

Core Viewpoint - Yandong Micro announced a share reduction plan by its major shareholder, Beijing E-Town International Investment Development Co., Ltd. (E-Town Investment), due to its operational needs, intending to reduce its holdings through centralized bidding or block trading [1][2]. Summary by Relevant Sections Shareholder Reduction Plan - E-Town Investment holds 168,912,889 shares of Yandong Micro, accounting for 11.83% of the total share capital, acquired before the company's initial public offering [1]. - The reduction will occur within three months from September 24, 2025, to December 24, 2025, with a maximum of 14,276,180 shares to be sold, representing up to 1% of the total share capital [1]. Conditions and Commitments - E-Town Investment has not reduced its holdings since the company's listing and has made several commitments regarding its shareholding, including a 12-month lock-up period post-listing [1]. - The reduction plan will be subject to market conditions, share price, and internal decisions, and it is stated that the plan will not significantly impact the company's governance structure or ongoing operations [2]. Uncertainties and Market Impact - There are uncertainties regarding the timing, quantity, and price of the share reduction, as well as whether the plan will be executed as scheduled [2]. - The share reduction will not lead to a change in the control of the listed company [2].