Shanghai jintiancheng law firm
About Shanghai Anlogic Infotech Co.Ltd(688107)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shanghai Anlogic Infotech Co.Ltd(688107)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Shanghai Anlogic Infotech Co.Ltd(688107)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm") accepts the entrustment of Shanghai Anlogic Infotech Co.Ltd(688107) (hereinafter referred to as "the company" or " Shanghai Anlogic Infotech Co.Ltd(688107) "), 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 (revised in 2022) (hereinafter referred to as the "rules for the general meeting of shareholders") and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Regulations and other normative documents (hereinafter referred to as "laws and regulations") and the Shanghai Anlogic Infotech Co.Ltd(688107) articles of Association (hereinafter referred to as "the articles of association") issue this legal opinion on matters related to the convening of the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as "the general meeting of shareholders").
Declaration matters
1、 In order to issue this legal opinion, the firm appointed lawyer Zhou yueren and lawyer Xing Qianwen (hereinafter referred to as "the firm's lawyer") to attend the shareholders' meeting. According to the notice issued by the Shanghai Stock Exchange on optimizing the self regulatory services to cope with the epidemic situation and further ensuring the operation of the market, the lawyers of this institute witnessed the shareholders' meeting by video in the light of the epidemic situation of New Coronavirus pneumonia. Our lawyers strictly performed their statutory duties, followed the principles of diligence and good faith, and verified the relevant matters involved in this shareholders' meeting.
2、 This legal opinion only expresses opinions on the convening and convening procedures of this general meeting of shareholders, the qualifications of personnel attending this general meeting of shareholders, the qualifications of conveners, whether the voting procedures of the meeting comply with the provisions of laws, regulations and the articles of association, and whether the voting results are legal and effective, and does not affect this general meeting of shareholders
To express opinions on the contents of the proposals under consideration and the authenticity, accuracy or legitimacy of the relevant facts expressed in such proposals.
3、 In the process of our lawyer's verification of the relevant documents provided by the company, we assume that all signatures, seals and seals in the documents provided to us are true, and all documents submitted to us as originals are true, accurate and complete; All facts stated in the documents provided to the exchange are true, accurate and complete; The signatories of the documents provided to the exchange have full civil capacity, and their signing has been properly and effectively authorized; All copies submitted to the Institute are consistent with the original, and the originals of these documents are true, accurate and complete.
4、 This legal opinion is only used by the company for the purpose of this general meeting of shareholders, and shall not be used by anyone for any other purpose. The exchange hereby agrees that it can take this legal opinion as the announcement material of the company's general meeting of shareholders, disclose it to the public together with other information to be announced, and bear the responsibility for the legal opinion issued by the exchange according to law.
Based on the above, our lawyers, in accordance with the provisions of relevant laws and regulations, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, hereby issue the following legal opinions: I. The qualification of the convener of the general meeting of shareholders and the procedures for convening and convening the meeting
After verification, the general meeting of shareholders of the company was convened by the board of directors of the company. As the convener of the general meeting of shareholders, the board of directors complies with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association.
The board of directors of the company held the 11th meeting of the first board of directors on March 3, 2022 and made a resolution on convening the general meeting of shareholders. On March 5, 2022, the notice of Shanghai Anlogic Infotech Co.Ltd(688107) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "meeting notice") was published on the information disclosure media, setting out the time, place, voting method, deliberation items, attendees Registration methods and other matters. The date of publication of the meeting notice has reached 15 days from the original date of the shareholders' meeting.
In March 18, 2022, the board of directors published the " Shanghai Anlogic Infotech Co.Ltd(688107) extension notice on the first provisional shareholders meeting in 2022" in the information disclosure media (hereinafter referred to as the "Notice of extension"), which stated that it was actively cooperating with the New Coronavirus epidemic prevention and control work to ensure the smooth convening of the shareholders' meeting and safeguard the shareholders and public health and safety.
The first extraordinary general meeting of shareholders in 2022 scheduled to be held on March 22, 2022 is postponed to April 6, 2022. The equity registration date and deliberation items of this general meeting remain unchanged.
The shareholders' meeting adopted a combination of on-site voting and Internet voting. The on-site meeting was launched by video in April 6, 2022 at 14:00 p.m. on April 6, 2022 at the conference room No. 1867, Central Road, Pudong New Area, Shanghai. Online voting adopts the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00. The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. The actual time, place, voting method and deliberation matters of the shareholders' meeting are consistent with those listed in the meeting notice and extension notice.
The general meeting of shareholders was presided over by Mr. Ma Yuchuan, chairman of the company, in accordance with the relevant provisions of the articles of association.
In conclusion, the qualification of the convener of this general meeting of shareholders is valid, and the convening and convening procedures of this general meeting of shareholders comply with the provisions of laws, regulations and the articles of association. 2、 Qualification of attendees of this general meeting of shareholders
According to the identity certificates, power of attorney and relevant materials of shareholder registration provided by the shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and verified by the lawyers of the firm, there are 4 shareholders and their agents attending the on-site meeting of the general meeting of shareholders, and the number of voting shares representing the company is 20808308, accounting for 520077% of the total shares of the company.
According to the register of shareholders provided by China Securities Depository and Clearing Co., Ltd. Shanghai Branch as of the afternoon of March 16, 2022, and verified by the lawyers of the exchange, the above shareholders and their agents hold legal certificates to attend the meeting, and their qualifications to attend the meeting are legal and valid.
According to the online voting statistics provided by the trading system and Internet voting system of Shanghai Stock Exchange, there are 5 shareholders voting through the online voting system during the online voting time, and the number of voting shares representing the company is 84597268, accounting for 211440% of the total shares of the company. (the qualification and identity information of shareholders voting through the online voting system shall be authenticated by the trading system of Shanghai Stock Exchange and the Internet voting system).
Verified by our lawyers, other personnel attending the shareholders' meeting were the directors, supervisors and Secretary of the board of directors of the company, and some senior managers of the company and our lawyers attended the shareholders' meeting as nonvoting delegates.
In conclusion, our lawyers believe that the attendees of this shareholders' meeting comply with the relevant provisions of laws, regulations and the articles of association, and are legal and effective. 3、 Proposals considered at the general meeting of shareholders
After verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice of the meeting; The on-site meeting of the general meeting of shareholders did not modify the notice. 4、 Voting procedures and results of this general meeting of shareholders
The company counted and monitored the on-site voting in accordance with the procedures specified in the rules of the general meeting of shareholders and the articles of association, and the shareholders and shareholders' agents attending the on-site meeting did not raise any objection to the on-site voting results. The online voting results are provided by the online voting system and Internet voting system of Shanghai Stock Exchange after the online voting.
After the voting of this general meeting of shareholders, the company will combine and count the voting results of on-site voting and online voting according to relevant rules. The voting results are as follows: (I) non cumulative voting proposal
1. Proposal Name: proposal on continuing the appointment of accounting firms
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 292667527999956127690.0044 0.0000
2. Proposal Name: proposal on using idle raised funds for cash management
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 292667527999956127690.0044 0.0000
3. Proposal Name: proposal on using part of the over raised funds to permanently supplement working capital
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 292667527999956127690.0044 0.0000
4. Title of proposal: proposal on adding new implementing entities and investing in the establishment of subsidiaries of raised investment projects
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 292667527999956127690.0044 0.0000
5. Proposal Name: proposal on Amending the articles of Association
Voting:
Agree against abstention
Type of shareholder: proportion of votes proportion of votes (%) (%) (%)
Common stock 292667527999956127690.0044 0.0000
(II) cumulative voting proposal
6. Proposal on by election of non independent directors of the first board of directors
The number of votes obtained accounted for
Proposal No. proposal Name: whether the proportion of votes with effective voting rights is elected (%)
6.01 Chen Liguang 281039848960228 elected
6.02 Wu Xiuping 281039848960228 elected
7. Proposal on by election of independent directors of the first board of directors
The number of votes obtained accounted for
Proposal No. proposal Name: whether the proportion of votes with effective voting rights is elected (%)
