Guohao law firm (Tianjin)
About
Beijing Shengtong Printing Co.Ltd(002599)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Address: 28th floor, financial center China Life Insurance Company Limited(601628) No. 38, Qufu Road, Heping District, Tianjin zip code: 300042
28 / F, China Life Financial Center, No.38 Qufu Road, Heping District, Tianjin 300042, P.R. China Tel / Tel: 022-85586588 fax / Fax: 022-85586677
Website: http://www.grandall.com.cn.
February 2022
Guohao law firm (Tianjin)
about
Beijing Shengtong Printing Co.Ltd(002599)
The first extraordinary general meeting of shareholders in 2022
of
Legal opinion
Guo Hao Jin (Yi) Zi [2022] No. 044 to: Beijing Shengtong Printing Co.Ltd(002599)
Guohao law firm (Tianjin) (hereinafter referred to as "the firm") accepted the entrustment of Beijing Shengtong Printing Co.Ltd(002599) (hereinafter referred to as "the company" or "the company") and appointed lawyers to attend the first extraordinary general meeting of shareholders of your company in 2022 (hereinafter referred to as "the general meeting of shareholders"). 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") and the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the "rules for the general meeting of shareholders") issued by the China Securities Regulatory Commission According to the provisions of laws, administrative regulations and normative documents such as the governance standards of listed companies (hereinafter referred to as the "governance standards") and the articles of association of Beijing Shengtong Printing Co.Ltd(002599) (hereinafter referred to as the "articles of association"), whether the (1) convening and convening procedures of this general meeting of shareholders of your company comply with the provisions of laws, administrative regulations, normative documents and the articles of association (2) The qualification of the attendees, (3) whether the qualification of the convener is legal and effective, (4) whether the voting procedures and voting results are legal and effective, and issue legal opinions.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion and provided the original written materials, copies, copies, electronic data materials, commitment letters or certificates required by the exchange for the issuance of this legal opinion without any concealment, false statements and major omissions; The documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the copies or copies are consistent with and consistent with the original.
The company has assured the exchange that the qualification of shareholders participating in the online voting of the general meeting of shareholders is verified by the online voting system of Shenzhen Securities Information Co., Ltd., and the lawyers of the exchange are unable to verify the qualification of such shareholders. The lawyers of the firm will express their opinions on the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, administrative regulations, normative documents and the articles of association.
The exchange will only express legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the legality and effectiveness of the qualifications of the convener, the voting procedures and the voting results, and will not express opinions on the authenticity, accuracy, completeness and legitimacy of the contents of the proposals considered by the general meeting of shareholders and the facts or data expressed in such proposals.
In order to issue this legal opinion, our lawyers reviewed the matters involved in the general meeting of shareholders of your company, consulted the documents that our lawyers thought necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues. If the sum of the total of relevant data and the value of each sub item is not equal to 100%, it is due to rounding.
This legal opinion is only used by the company for the purpose of this shareholders' meeting. Without the prior written consent of the exchange, this legal opinion shall not be provided to any third party, relied on by any third party, or used for any other purpose. The exchange agrees to announce this legal opinion together with the resolution of the general meeting of shareholders of your company, and bear corresponding responsibilities for the legal opinion issued by the exchange according to law.
Based on the above, our lawyers, based on their understanding of the facts and the law, issued the following legal opinions: I. convening and convening procedures of this general meeting of shareholders
The board of directors of your company was posted on http://www.cn.info.com.cn on January 27, 2022 The notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the "Notice of the meeting") was published. The aforesaid "meeting notice" contains the convener of the shareholders' meeting, the time and place of the meeting, the voting method of the meeting, the matters and proposals submitted to the meeting for deliberation, the participants of the meeting, the equity registration date of the shareholders entitled to attend the shareholders' meeting, the equity registration matters, the name and telephone number of the permanent contact person for the meeting And the written statement that "all ordinary shareholders of the company (including preferred shareholders whose voting rights have been restored) registered in CSDCC Shenzhen Branch at the closing of the afternoon of the equity registration day have the right to attend the general meeting of shareholders and can entrust an agent to attend the meeting and vote in writing (the agent of the shareholder need not be the shareholder of the company)".
After verification and verification by our lawyers, the on-site meeting of the general meeting of shareholders was held in the company's conference room at 14:30 p.m. on February 18, 2022, presided over by the chairman of your company.
The online voting of this general meeting of shareholders is conducted through the trading system and Internet voting system of Shenzhen Stock Exchange. Online voting time: online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on February 18, 2022, and voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on February 18, 2022.
After verification and verification by our lawyers, the time and method of the meeting notice issued by your company and the contents recorded in the meeting notice comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance standards and the articles of association. The actual time and place of the shareholders' meeting and the contents of the proposals discussed are consistent with those contained in the meeting notice, The convening and convening procedures of this general meeting of shareholders of your company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) the general meeting of shareholders is convened by the board of directors of your company, which complies with the provisions of relevant laws, administrative regulations, normative documents and the articles of association. The qualification of the convener is legal and valid.
(II) according to the notice of the shareholders' meeting, the persons entitled to attend the shareholders' meeting are all ordinary shareholders (including preferred shareholders whose voting rights have been restored) registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the closing of the market on Friday, February 11, 2022 or their entrusted agents, Directors, supervisors, senior managers and lawyers employed by your company.
1. Shareholders and their proxies attending the general meeting of shareholders
According to the shareholder's account card, resident ID card or other valid documents that can indicate their identity, power of attorney of shareholders, resident ID card of shareholder's agent or other valid documents that can indicate their identity and other relevant materials submitted by shareholders and shareholder's agent attending the meeting on site, and verified and verified by our lawyer, A total of 4 shareholders and agents participated in the on-site voting of the general meeting of shareholders. The number of shares with voting rights issued on behalf of your company is 187349669, accounting for 36.2530% of the total number of shares with voting rights issued by your company.
According to the materials provided by Shenzhen Securities Information Co., Ltd., during the online voting time, there were 15 shareholders who effectively voted through the network, and the number of voting shares representing your company was 434900 shares, accounting for 0.0842% of the total voting shares issued by your company.
The above-mentioned shareholders attending the on-site meeting of the general meeting of shareholders and attending the general meeting of shareholders through the Internet are the shareholders holding shares of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. or their entrusted agents as of February 11, 2022, The number of voting shares issued on behalf of your company is 187784569, accounting for 36.3372% of the total voting shares issued by your company.
Among them, there are 15 minority shareholders and their agents except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the company's shares. The number of shares with voting rights issued on behalf of your company is 434900 shares, accounting for 0.0842% of the total number of shares with voting rights issued by your company. 2. Other persons attending / attending the general meeting of shareholders as nonvoting delegates
The directors, supervisors, senior managers of your company and lawyers of our firm also attended / attended the general meeting of shareholders as nonvoting delegates.
After verification and verification by our lawyers, the shareholders, shareholders' agents and other personnel attending the shareholders' meeting are qualified to attend the shareholders' meeting and comply with the provisions of laws, administrative regulations, normative documents and the articles of association. The shareholders and agents have the right to review and vote on the proposals submitted to the shareholders' meeting for deliberation; The qualification of the attendees of this general meeting of shareholders is legal and valid.
3、 Proposals considered at the general meeting of shareholders
(I) according to the notice of meeting, the proposals submitted by the convener to the shareholders' meeting for deliberation are:
1. Proposal on renewing the framework agreement on daily related party transactions between the company and related parties.
(II) after verification and verification by our lawyers, the proposals actually considered at this shareholders' meeting are consistent with the contents of the meeting notice; The shareholders and the board of supervisors of your company did not put forward new proposals at this shareholders' meeting.
4、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
The general meeting of shareholders deliberated on the proposals listed in the notice of meeting, and voted on the proposals by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders voted in a written open ballot. The lawyers of the firm, two shareholder representatives and supervisor representatives counted and monitored the votes, and counted the voting results. Shenzhen Securities Information Co., Ltd. provided the total number of shares and online voting results of online voting. After the voting at the shareholders' meeting, the company counted the final voting results.
(II) voting results of the general meeting of shareholders
According to the voting conducted by the shareholders or their proxies of your company and the statistics of the voting results of the general meeting of shareholders, the voting results of the shareholders or their proxies attending the general meeting of shareholders on the proposals considered at the general meeting of shareholders are as follows:
1. The proposal on renewing the framework agreement on daily related party transactions between the company and related parties was deliberated and adopted. The voting results were as follows: 187495169 shares agreed (accounting for 99.8459% of the effective voting rights held by the shareholders or their agents attending the general meeting of shareholders), 289400 shares opposed (accounting for 0.1541% of the effective voting rights held by the shareholders or their agents attending the general meeting of shareholders), 0 shares abstained (accounting for 0.0000% of the effective voting rights held by shareholders or shareholders' agents attending the general meeting of shareholders);
Voting of small and medium-sized investors: 145500 shares agreed (accounting for 33.4560% of the voting rights held by small and medium-sized investors or agents of small and medium-sized investors attending the meeting), 289400 shares opposed (accounting for 66.5440% of the voting rights held by small and medium-sized investors or agents of small and medium-sized investors attending the meeting), 0 shares abstained (accounting for 0.0000% of the voting rights held by small and medium-sized investors or agents of small and medium-sized investors attending the meeting).
The above proposals are ordinary proposals, which have been adopted by more than half of the voting rights held by the shareholders (including shareholders' agents) who have attended the meeting.
After verification and verification by our lawyers, the voting procedures and results of this general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders, the governance standards and the articles of association, and the voting results are legal and valid.
5、 Concluding observations
Our lawyers believe that the convening and convening procedures, the qualifications of the participants and conveners, the voting procedures and voting results of the general meeting of shareholders of your company comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the voting results of the general meeting of shareholders are legal and valid.
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This legal opinion is issued on February, 2022 in two originals without copies.
Guohao law firm (Tianjin)
Person in charge: Handling lawyer:
Liang Shuang, Liu Naijin
Handling lawyer:
Song Wen
