Fujian Zhili law firm
about
Hongbo Co.Ltd(002229) of the second extraordinary general meeting of shareholders in 2022
Legal opinion
ZENITH LAW FIRM
25 / F, tower a, Zhongshan building, 152 Hudong Road, Fuzhou 350003, China
Tel: (0591) 88068018 Fax: (0591) 8806808
Email: [email protected].
website: http://www.zenithlawyer.com./
February, 2002
Fujian Zhili law firm
about
Hongbo Co.Ltd(002229) of the second extraordinary general meeting of shareholders in 2022
Legal opinion
(2022) mlfz No. 28 to: Hongbo Co.Ltd(002229)
Fujian Zhili law firm (hereinafter referred to as “the firm”) has accepted the entrustment of the board of directors of Hongbo Co.Ltd(002229) (hereinafter referred to as “the company”), appointed lawyer Bai Tao and lawyer Yan Jianyun to attend the second extraordinary general meeting of shareholders of the company in 2022 (hereinafter referred to as “the meeting”), and in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), rules for the general meeting of shareholders of listed companies (revised in 2022) (announcement [2022] No. 13 of China Securities Regulatory Commission, hereinafter referred to as the “rules for the general meeting of shareholders of listed companies”) Issue legal opinions on the implementation rules for online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 517, hereinafter referred to as the “implementation rules for online voting”) and other relevant laws, regulations, normative documents and the provisions of the articles of association.
In order to issue this legal opinion, our lawyer hereby declares as follows:
1. In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2. The company shall be responsible for the authenticity of the meeting materials and other relevant materials (including but not limited to the resolutions and announcements of the 30th meeting of the 5th board of directors, the resolutions and announcements of the 31st meeting of the 5th board of directors, the notice on convening the meeting, the register of shareholders on the equity registration date of the meeting, the articles of association, etc.) provided to the lawyers of the firm Responsible for integrity and effectiveness.
3. The authenticity and validity of the resident identity card, business license, power of attorney, stock account card and other materials presented to the company by the shareholders (or shareholders’ agents) attending the on-site meeting shall be borne by the shareholders (or shareholders’ agents) attending the meeting, The lawyer’s responsibility of the firm is to check whether the name (or name) and the amount of shares held by the shareholders are consistent with the name (or name) and the amount of shares held by the shareholders registered in the register of shareholders.
4. The operation behavior of the company’s shareholders (or shareholders’ agents) participating in online voting through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be regarded as their own behavior, and the shareholders shall bear all legal consequences. The qualification of shareholders who vote through the trading system of Shenzhen Stock Exchange and the Internet voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
5. In accordance with the requirements of the rules of the general meeting of shareholders of listed companies, our lawyers only express legal opinions on the convening and convening procedures of the meeting, the qualifications of the convener and attendees of the meeting, the voting procedures and voting results of the meeting, and do not give any legal opinions on the authenticity, accuracy and accuracy of the contents of the proposals considered at the meeting and the facts or data involved Comment on legitimacy.
6. Our lawyers agree that the board of directors of the company will announce this legal opinion together with the resolution of this meeting.
Based on the above statement, in accordance with the requirements of Article 5 of the rules for the general meeting of shareholders of listed companies and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers now issue the following legal opinions: I. the convening and convening procedures of this meeting
The 30th meeting of the 5th board of directors of the company made a resolution on convening this meeting on January 24, 2022. The board of directors of the company published the notice on convening the second extraordinary general meeting in 2022 on cninfo website and securities times on January 26, 2022, and the suggestive announcement on convening the second extraordinary general meeting in 2022 on cninfo website and securities times on February 10, 2022.
The meeting was conducted by combining on-site meeting and online voting. The meeting was held at 14:30 on February 14, 2022 in the conference room on the 21st floor, block B, Hongbo Meiling sea view, No. 26, Binxi Avenue, Nanjiang, Cangshan District, Fuzhou. It was presided over by Mr. Mao Wei, chairman of the company. When shareholders of the company vote online
The interval is February 14, 2022, among which: (1) the time of online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25, 9:30 to 11:30 and 13:00 to 15:00 on February 14, 2022; (2) The time of voting through the Internet of Shenzhen stock exchange is any time from 9:15 to 15:00 on February 14, 2022.
Our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association.
2、 Qualifications of conveners and attendees of the meeting
(I) this meeting is convened by the board of directors of the company, and the qualification of the convener is legal and valid.
(II) a total of 8 shareholders (or shareholder agents, the same below) attended the on-site meeting and online voting, representing 81576450 shares, accounting for 16.3695% of the total shares of the company. Among them: 1. There are 3 shareholders attending the on-site meeting, with 81396950 representative shares, accounting for 16.3335% of the total shares of the company; 2. According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of this meeting, there are 5 shareholders participating in the online voting, representing 179500 shares, accounting for 0.0360% of the total shares of the company. The identity of the above shareholders who vote through the online voting system shall be verified by the online voting system provider Shenzhen Securities Information Co., Ltd.
(III) some directors, supervisors and senior managers of the company also attended the meeting.
Our lawyers believe that the qualifications of the above-mentioned participants are legal and valid.
3、 Qualifications and procedures of shareholders who propose interim proposals
At this meeting, the shareholders present did not put forward interim proposals.
4、 Voting procedures and results of this meeting
The meeting voted by a combination of on-site open voting and online voting, and adopted the following resolutions:
(I) considering and adopting the proposal on and its summary under the condition that the affiliated shareholders avoid voting
Voting results: 81396950 shares were approved, accounting for 99.7800% of the total voting shares held by all unrelated shareholders attending the meeting; 179500 shares opposed, accounting for 0.2200% of the total voting shares held by all unrelated shareholders attending the meeting; No abstentions.
Among them, the voting situation of small and medium-sized investors is: 456950 shares are agreed, accounting for 71.7967% of the total voting shares held by small and medium-sized investors who are not related to the meeting; Against 179500 shares, accounting for 28.2033% of the total voting shares held by unrelated small and medium-sized investors attending the meeting; No abstentions.
(II) considering and adopting the proposal on the measures for the administration of the assessment of the implementation of the restricted stock incentive plan in Hongbo Co.Ltd(002229) 2022 under the condition that the affiliated shareholders avoided voting
Voting results: 81396950 shares were approved, accounting for 99.7800% of the total voting shares held by all unrelated shareholders attending the meeting; 179500 shares opposed, accounting for 0.2200% of the total voting shares held by all unrelated shareholders attending the meeting; No abstentions.
Among them, the voting situation of small and medium-sized investors is: 456950 shares are agreed, accounting for 71.7967% of the total voting shares held by small and medium-sized investors who are not related to the meeting; Against 179500 shares, accounting for 28.2033% of the total voting shares held by unrelated small and medium-sized investors attending the meeting; No abstentions.
(III) the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive was deliberated and adopted when the related shareholders avoided voting
Voting results: 81396950 shares were approved, accounting for 99.7800% of the total voting shares held by all unrelated shareholders attending the meeting; 179500 shares opposed, accounting for 0.2200% of the total voting shares held by all unrelated shareholders attending the meeting; No abstentions.
Among them, the voting situation of small and medium-sized investors is: 456950 shares are agreed, accounting for 71.7967% of the total voting shares held by small and medium-sized investors who are not related to the meeting; Against 179500 shares, accounting for 28.2033% of the total voting shares held by unrelated small and medium-sized investors attending the meeting; No abstentions.
(IV) deliberated and passed the proposal on by election of independent directors of the 5th board of directors of the company
Voting results: 81396950 shares were approved, accounting for 99.7800% of the total voting shares held by all shareholders attending the meeting; 179500 shares opposed, accounting for 0.2200% of the total voting shares held by all shareholders attending the meeting; No abstentions.
Among them, the voting situation of small and medium-sized investors was: 456950 shares were agreed, accounting for 71.7967% of the total voting shares held by small and medium-sized investors attending the meeting; 179500 shares opposed, accounting for 28.2033% of the total voting shares held by small and medium-sized investors attending the meeting; No abstentions.
At this meeting, wu song was elected as an independent director of the Fifth Board of directors of the company.
5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of this meeting comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting and the articles of association. The convener and attendees of this meeting are legally qualified, and the voting procedures and voting results of this meeting are legal and effective.
This legal opinion is made in three originals and several copies, which have the same legal effect.
I hereby write to you!
(there is no text on this page, which is the signature page of the legal opinion of Fujian Zhili law firm on the second extraordinary general meeting of shareholders in Hongbo Co.Ltd(002229) 2022)
Handling lawyer of Fujian Zhili law firm:
Fuzhou Botao, China
Handling lawyer:
Yan Jianyun
Principal of law firm:
Bai Tao
Date of signature: February 14, 2002
