About Xiamen Hexing Packaging Printing Co.Ltd(002228)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Tianheng united law firm
Tenet & Partners
16-18 / F, building a, Haiyi building, 666 Xiahe Road, Xiamen, China
Xiamen, Shanghai, Fuzhou, Quanzhou, Longyan
http://www.tenetlaw.com.
Tianheng united law firm, 16-18 / F, building a, Haiyi building, 666 Xiahe Road, Xiamen, China Tel: 86.592.5883666 Fax: 86.592.5881668 tenet & partners, Xiamen, Shanghai, Fuzhou, Quanzhou, Longyan
http://www.tenetlaw.com.
About Xiamen Hexing Packaging Printing Co.Ltd(002228)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
2022 (Yi) Zi No. 024
To: Xiamen Hexing Packaging Printing Co.Ltd(002228)
According to the company law of the people's Republic of China (hereinafter referred to as the "company 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 articles of association of Xiamen Hexing Packaging Printing Co.Ltd(002228) (hereinafter referred to as the "articles of association"), Fujian Tianheng united law firm (hereinafter referred to as the "exchange") accepts the entrustment of the company, Appoint lawyers Huang Zhenzhen and Zhang Longxiang (hereinafter referred to as "our lawyers") to attend the first extraordinary general meeting of the company in 2022 and give legal opinions.
In order to issue this legal opinion, our lawyers attended the shareholders' meeting of the company on February 18, 2022, reviewed the convening and convening procedures of the shareholders' meeting and the qualifications of the personnel attending the shareholders' meeting, witnessed the voting process of the shareholders' meeting, and reviewed the relevant documents of the shareholders' meeting provided by the company.
Matters stated by the lawyer:
1. In accordance with the provisions of the company law, the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and 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 provide the lawyers of the exchange with the materials of the shareholders' meeting and other relevant materials (including but not limited to the resolutions of the board of directors, the announcement on convening the meeting and the equity registration date of the meeting)
3. The authenticity of the resident identity card, business license, identity certificate of legal representative, power of attorney, stock account card, etc. presented to the company by the shareholders (or their agents) attending the general meeting of shareholders when going through the registration procedures for attending the meeting shall be borne by the shareholders (or their agents), The lawyer's responsibility of this 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 shareholders of the company use their online user name and password to log in to the online voting system. The operation behavior of participating in the online voting of the general meeting of shareholders represents the behavior of shareholders, and the shareholders shall be responsible for all legal consequences.
5. According to the requirements of the rules of the general meeting of shareholders, our lawyers only express legal opinions on the convening and convening procedures of the general meeting of shareholders, the qualifications of the convener and participants, as well as the voting procedures and voting results of the general meeting of shareholders, and do not express opinions on the authenticity and legitimacy of the contents of various proposals considered at the general meeting of shareholders and the facts involved.
6. Our lawyers agree that this legal opinion shall be announced together with the resolutions of the company's general meeting of shareholders and other materials. 7. This legal opinion shall come into force after being signed by the person in charge of the firm and the lawyer of the firm and stamped with the seal of the firm. The original of this legal opinion is made in quadruplicate without copies, and each original has the same legal effect.
In accordance with the requirements of Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
1. The 27th meeting of the 5th board of directors of the company was held on January 21, 2022 in the form of on-site meeting and communication. The meeting decided to convene the first extraordinary general meeting of shareholders in 2022, which was published in Securities Daily and securities times on January 22, 2022 The notice of Xiamen Hexing Packaging Printing Co.Ltd(002228) on convening the company's first extraordinary general meeting of shareholders in 2022 (the "Notice of the meeting") was published on the website of cninfo.com and Shenzhen Stock Exchange, and the notice of the general meeting of shareholders was issued by announcement within the legal time limit.
2. The general meeting of shareholders adopts the combination of on-site voting and online voting.
The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on Friday, February 18, 2022 in conference room Xiamen Hexing Packaging Printing Co.Ltd(002228) on the 19th floor, building 2, Tong'an business building, Wuyuan Bay, Huli District, Xiamen, which is consistent with the time and place of the announcement.
The general meeting of shareholders provides online voting through the online voting system of Shenzhen Stock Exchange, among which: (1) the voting time through the trading system voting platform is: 9:15-9:25 a.m., 9:30-11:30 a.m. and 13:00-15:00 p.m. on February 18, 2022; (2) The voting time through the Internet voting platform is: 9:15-15:00 on February 18, 2022.
3. The shareholders' meeting was presided over by Mr. Xu Xiaoguang, chairman of the company, and deliberated on the matters listed in the meeting notice.
After verification, our lawyers believe that the time, place and content of the shareholders' meeting of the company are consistent with the announcement, and the convening and convening procedures of the general meeting comply with the relevant provisions of the company law, the rules of shareholders' meeting and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and valid.
2. After the lawyers of the firm checked the register of shareholders of the company provided by the company, the identity certificates of shareholders attending the on-site meeting and their entrusted agents, power of attorney, shareholding certificates and statistical data provided by Shenzhen Securities Information Co., Ltd., a total of 9 shareholders attended the general meeting, representing 524293720 voting shares, Accounting for 45.7168% of the total 1146828909 voting shares of the company, including:
(1) A total of 2 Shareholders attended the on-site meeting of the general meeting of shareholders, representing 521876320 voting shares, accounting for 45.5060% of the total voting shares of the company;
(2) A total of 7 shareholders participated in the shareholders' meeting through online voting, representing 24174000 shares, accounting for 0.2108% of the total voting shares of the company.
3. Other persons attending the shareholders' meeting are directors, supervisors and senior managers of the company.
After verification, our lawyers believe that the qualification of the personnel attending the general meeting of shareholders meets the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and is legal and effective.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedure
After examination, the voting matters of the general meeting of shareholders have been listed in the notice of the meeting. Shareholders attending the on-site meeting of the general meeting of shareholders shall vote by open ballot. The company provided online voting through the online voting system of Shenzhen Stock Exchange. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results of the shareholders' meeting, and the company summarized the on-site voting and online voting results. Shareholders' representatives, supervisors' representatives and lawyers of the exchange will participate in the vote counting and supervision.
(II) voting results
1. The proposal on the general election of the board of directors of the company adopts cumulative voting. After statistics, the specific voting results are as follows:
(1) Mr. Xu Xiaoguang obtained 524263425 valid votes.
(2) The number of valid votes obtained by Ms. Xu Xiaorong is 524263425.
(3) The number of valid votes obtained by Mr. Lin Haisheng is 524263425.
(4) Ms. Qiu Suying obtained 524263425 valid votes.
The shareholders' meeting elected Mr. Xu Xiaoguang, Ms. Xu Xiaorong, Mr. Lin Haisheng and Ms. Qiu Suying as non independent directors of the sixth board of directors of the company by cumulative voting.
2. The independent director election of the proposal on the general election of the board of directors of the company adopts the cumulative voting method. After statistics, the specific voting results are as follows:
(1) The number of valid votes obtained by Ms. Xiao Hong is 524273425.
(2) Mr. Chen Shoude obtained 524263425 valid votes.
(3) Mr. Huang Jianxiong obtained 524263425 valid votes.
The shareholders' meeting elected Ms. Xiao Hong, Mr. Chen Shoude and Mr. Huang Jianxiong as independent directors of the sixth board of directors of the company by cumulative voting.
3. The proposal on the general election of the board of supervisors of the company adopts cumulative voting. According to statistics, the specific voting results are as follows:
(1) The number of valid votes obtained by Mr. Zheng Kaijing is 524263423.
(2) The number of valid votes obtained by Ms. Xia Yunhong is 524263423.
The shareholders' meeting elected Mr. Zheng Kaijing and Ms. Xia Yunhong as the supervisors of the sixth board of supervisors of the company by cumulative voting.
4. According to statistics, the specific voting result of the proposal on the allowance standard for directors of the sixth board of directors is: 524263420 shares are in favor, accounting for 99.9942% of the voting shares held by shareholders attending the meeting; 14000 shares opposed, accounting for 0.0027% of the voting shares held by shareholders attending the meeting; 16300 shares abstained, accounting for 0.0031% of the voting shares held by shareholders attending the meeting. Voting result: adopted.
Among them, the voting results of small and medium-sized investors were: 2387100 shares were in favor, accounting for 98.7466% of the number of valid voting shares held by small and medium-sized investors attending the meeting; 14000 shares opposed, accounting for 0.5791% of the number of valid voting shares held by small and medium-sized investors attending the meeting; 16300 shares abstained, accounting for 0.6743% of the number of valid voting shares held by small and medium-sized investors attending the meeting.
5. According to statistics, the specific voting results of the proposal on the allowance standard for supervisors of the sixth board of supervisors are: 524264020 shares are in favor, accounting for 99.9943% of the voting shares held by shareholders attending the meeting; 13400 shares opposed, accounting for 0.0026% of the voting shares held by shareholders attending the meeting; 16300 shares abstained, accounting for 0.0031% of the voting shares held by shareholders attending the meeting. Voting result: adopted.
Among them, the voting results of small and medium-sized investors were: 2387700 shares were in favor, accounting for 98.7714% of the number of valid voting shares held by small and medium-sized investors attending the meeting; 13400 shares opposed, accounting for 0.5543% of the number of valid voting shares held by small and medium-sized investors attending the meeting; 16300 shares abstained, accounting for 0.6743% of the number of valid voting shares held by small and medium-sized investors attending the meeting.
After verification, our lawyers believe that the voting procedures of the general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the general meeting of shareholders of the company comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of Association; The qualification of the personnel attending the general meeting of shareholders is legal and valid; The voting procedures and results of this general meeting of shareholders are legal and valid.
(this page is the signature page of the legal opinion on Xiamen Hexing Packaging Printing Co.Ltd(002228) 2022 first extraordinary general meeting of shareholders of Fujian Tianheng united law firm, without text)
Handling lawyer of Fujian Tianheng United Law Firm: Huang Zhenzhen
Person in charge: Sun Weixing, Zhang Longxiang
February 18, 2022
