Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
Guohao law firm (Shanghai)
About Montage Technology Co.Ltd(688008)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2021
To: Montage Technology Co.Ltd(688008)
The fourth extraordinary general meeting of shareholders of Montage Technology Co.Ltd(688008) (hereinafter referred to as “the company”) in 2021 is scheduled to be held on December 31, 2021. Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) accepts the entrustment of the company and appoints Lawyer Chen Xiaochun and lawyer Ge Jiaqi (hereinafter referred to as “the firm”) to attend the meeting, In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies issued by the China Securities Regulatory Commission and other effective laws This legal opinion is issued in accordance with the regulations and normative documents and the Montage Technology Co.Ltd(688008) articles of Association (hereinafter referred to as the “articles of association”).
Whether the procedures for convening and convening this general meeting of shareholders are legal and in accordance with the provisions of the current laws and regulations of the people’s Republic of China (hereinafter referred to as “China”, only for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), and whether they comply with the provisions of the articles of association To express legal opinions on the qualification of participants and the legality and effectiveness of voting procedures at the general meeting of shareholders.
There are no false, seriously misleading statements and major omissions in this legal opinion, otherwise our lawyers are willing to bear corresponding legal liabilities.
Our lawyers only express legal opinions on relevant Chinese legal issues involved in the convening procedure of the general meeting of shareholders based on the facts occurring before the issuance date of this legal opinion and our lawyers’ understanding of the facts. This legal opinion is issued in accordance with the relevant laws and regulations of China.
Our lawyers agree to take this legal opinion as a necessary document for the announcement of the fourth extraordinary general meeting of shareholders in 2021, and bear the responsibility for the legal opinion issued by our firm according to law.
Our lawyers have reviewed and judged all documents related to the issuance of legal opinions, and hereby issue legal opinions as follows:
Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
1、 Convening and convening procedures of the general meeting of shareholders
The company held the fourth extraordinary general meeting of shareholders in 2021, which was deliberated and adopted at the fourth meeting of the second board of directors on December 9, 2021 and posted on the website of Shanghai Stock Exchange on December 10, 2021（ http://www.sse.com..cn./ ）The shareholders shall be notified in the form of announcement, which specifies the meeting time, the matters to be considered at the meeting, and explains the registration date of all shareholders who have the right to attend and entrust agents to attend and exercise their voting rights, the rights of shareholders who have the right to attend the meeting, the registration method of shareholders attending the on-site meeting, the registration time, the operation method of participating in online voting, contact telephone number and contact name, etc.
According to the above announcement, the board of directors of the company has listed the matters discussed at the shareholders’ meeting in the announcement, and fully disclosed the contents of the proposal on the website of Shanghai Stock Exchange in accordance with relevant regulations.
After review by the lawyers of the exchange, it is confirmed that the convening and convening procedures of the fourth extraordinary general meeting of shareholders of the company in 2021 comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association.
2、 Legality and validity of the qualifications of the attendees and conveners
1. Shareholders attending the meeting and their proxies
According to the signatures and power of attorney of shareholders (or their proxies) attending the meeting and the data provided by the voting platform of the trading system of Shanghai Stock Exchange, 47 shareholders (or their proxies) attended the meeting, representing 675390184 shares, accounting for 59.9051% of the total voting shares of the company, including:
(1) The number of shareholders and proxy shareholders attending the on-site meeting and voting was 11, representing 221919328 shares, accounting for 19.6836% of the total voting shares of the company;
(2) 36 shareholders of the company participated in online voting, with 453470856 representative shares, accounting for 40.2215% of the total voting shares of the company.
2. Other persons attending the meeting
It is verified that, in addition to shareholders and their agents, the participants at the meeting are directors, supervisors, senior managers and witness lawyers hired by the company.
It is verified that the qualifications of the on-site personnel attending the fourth extraordinary general meeting of shareholders in 2021 comply with Chinese law
Legal opinion of the general meeting of shareholders of Guohao law firm (Shanghai)
The provisions of laws and regulations and the articles of association are legal and valid.
3. Qualification of Convener
It is verified that the fourth extraordinary general meeting of shareholders in 2021 was convened by the board of directors after a resolution was made by the board of directors, which complies with the provisions of relevant laws and regulations and the articles of association, and the convener’s qualification is legal and valid.
3、 Proposals considered at the general meeting of shareholders
Witnessed by our lawyers, there was no new proposal proposed by the company’s shareholders at the shareholders’ meeting. At the same time, the shareholders’ meeting considered and voted on all the proposals specified in the Montage Technology Co.Ltd(688008) notice on convening the fourth extraordinary shareholders’ meeting in 2021.
4、 Voting procedures and results of the general meeting of shareholders
It is verified that the fourth extraordinary general meeting of shareholders in 2021 voted item by item on the matters listed in the relevant announcements by means of on-site open ballot and online voting, and monitored the votes according to the procedures specified in the articles of association. The number of votes passed at the general meeting of shareholders complies with the provisions of the articles of association, its voting procedures comply with the provisions of Chinese laws and regulations and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
In conclusion, our lawyers believe that: Montage Technology Co.Ltd(688008) the convening and convening procedures of the fourth extraordinary general meeting of shareholders in 2021 comply with the provisions of laws, regulations, normative documents and the articles of Association; The qualifications of the on-site attendants and the convener of the meeting are legal and valid; The voting procedures of this general meeting of shareholders comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting results are legal and valid. (no text below)
