福建天衡联合律师事务所 关于厦门合兴包装印刷股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：厦门合兴包装印刷股份有限公司 中国﹒厦门 厦禾路 666 号海翼大厦 A 幢 16-18 楼 厦门·上海·福州·泉州·龙岩 http://www.tenetlaw.com 中国﹒厦门 厦禾路 666 号海翼大厦 A 幢 16-18 楼 电话：86·592·5883666 传真：86·592·5881668 厦门·泉州·福州·龙岩·上海 www.tenetlaw.com 关于厦门合兴包装印刷股份有限公司 2025 年第二次临时股东大会的法律意见书 （2025）天衡（意）字第 262 号 厦门合兴包装印刷股份有限公司（以下简称"公司"）2025 年第二次临时 股东大会（以下简称"本次股东大会"）于 2025 年 11 月 14 日召开。福建天衡 联合律师事务所（以下简称"本所"）接受公司的委托，指派邢志华律师、荆日 扬律师（以下简称"本所律师"）出席本次股东大会，根据《中华人民共和国公 司法》（以下简称"《公司法》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）和《厦门合兴包装印刷股份有限公司章 ...

Core Viewpoint - The announcement from Hexing Packaging indicates significant changes in the shareholding structure due to the actions of major shareholders, which may impact the company's stock performance but does not affect its control or governance structure [1] Shareholding Changes - From August 13 to November 14, 2025, major shareholder Xia Ping and his concerted parties experienced a change in equity that triggered a shift of more than 1% [1] - During this period, a total of 290,893 convertible bonds were converted, leading to an increase in total share capital and a dilution of Xia Ping's shareholding from 8.9812% to 8.9117% [1] - Between August 19 and November 14, they reduced their holdings by selling 41,309,764 shares, which accounted for 3.4045% of the total shares, resulting in a further decrease in their shareholding to 5.5072% [1] Impact on Company Structure - The changes in shareholding do not affect the company's control, governance structure, or ongoing operations, indicating stability despite the reduction in major shareholder stakes [1]

证券代码：002228 证券简称：合兴包装 公告编号：2025-118 号 厦门合兴包装印刷股份有限公司 二、选举职工董事的情况 根据《公司法》《深圳证券交易所股票上市规则》《深圳证券交易所上市公 司自律监管指引第 1 号——主板上市公司规范运作》等法律法规、规范性文件及 《公司章程》等相关规定，公司于 2025 年 11 月 14 日召开 2025 年第二次职工代 表大会，经与会职工代表审议，选举邱素英女士（简历详见附件）为公司第七届 董事会职工董事，任期自本次职工代表大会决议之日起至公司第七届董事会任期 届满之日止。董事会中兼任公司高级管理人员以及由职工代表担任的董事人数总 计不超过公司董事总数的二分之一。 三、补选董事会审计委员会委员情况 2025 年 11 月 14 日，公司召开第七届董事会第九次会议审议通过了《关于 补选第七届董事会审计委员会委员的议案》，同意补选职工董事邱素英女士为公 司第七届董事会审计委员会委员，与卢永华先生（主任委员）、唐炎钊先生共同 组成第七届董事会审计委员会，任期自本次董事会审议通过之日起至第七届董事 会任期届满之日止。 四、备查文件 1 特此公告。 关于非独立董事辞职暨选 ...

本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 厦门合兴包装印刷股份有限公司（以下简称"公司"或"本公司"）第七届 董事会第九次会议于 2025 年 11 月 14 日在厦门市湖里区五缘湾同安商务大厦 2 号 楼 19 楼公司会议室以现场会议和通讯相结合的方式召开。经全体董事一致同意豁 免会议通知时间要求。公司本届董事会有董事 7 人，亲自出席会议的董事 7 人。 公司高级管理人员列席了本次会议。会议符合《公司法》和《公司章程》的有关 规定。会议由公司董事长许晓光先生召集并主持。 证券代码：002228 证券简称：合兴包装 公告编号：2025-117 号 厦门合兴包装印刷股份有限公司 第七届董事会第九次会议决议公告 为保证第七届董事会审计委员会的正常运作，根据《公司章程》《董事会审 计委员会工作条例》等有关规定，同意补选职工董事邱素英女士为公司第七届董 事会审计委员会委员，与卢永华先生（主任委员）、唐炎钊先生共同组成第七届董 事会审计委员会，任期自本次董事会审议通过之日起至第七届董事会任期届满之 日止。 具体内容详见公司于同日刊载在《证券时报》《证券日报》和 ...

深交所公开信息显示，当日该股因日振幅值达15.42%上榜，机构专用席位净卖出116.92万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交2.24亿元，其中，买入成交额为6310.13 万元，卖出成交额为1.61亿元，合计净卖出9754.97万元。 具体来看，今日上榜的营业部中，共有2家机构专用席位现身，即买一、买四、卖五，合计买入金额 2555.88万元，卖出金额2672.80万元，合计净卖出116.92万元。 合兴包装今日下跌1.72%，全天换手率17.74%，成交额8.72亿元，振幅15.42%。龙虎榜数据显示，机构 净卖出116.92万元，营业部席位合计净卖出9638.05万元。 资金流向方面，今日该股主力资金净流出1.39亿元，其中，特大单净流出1.55亿元，大单资金净流入 1641.83万元。近5日主力资金净流出1.00亿元。（数据宝） 合兴包装11月14日交易公开信息 | 买/ | 会员营业部名称 | 买入金额（万 | 卖出金额（万 | | --- | --- | --- | --- | | 卖 | | 元） | 元） | | 买一 | 机构专用 | 1482.50 | 1814. ...

Core Viewpoint - The stock price of Hexing Packaging has experienced fluctuations, with a recent decline of 2.21% and a total market capitalization of 4.841 billion yuan. The company has seen significant trading activity, with net outflows of main funds amounting to 55.88 million yuan [1]. Group 1: Stock Performance - Hexing Packaging's stock has increased by 41.04% year-to-date, with a 12.08% rise over the last five trading days, 17.35% over the last 20 days, and 18.05% over the last 60 days [2]. - As of September 30, 2025, the number of shareholders has increased to 25,400, reflecting a 4.61% rise, while the average circulating shares per person decreased by 2.97% to 47,627 shares [2]. Group 2: Financial Performance - For the period from January to September 2025, Hexing Packaging reported a revenue of 7.743 billion yuan, representing a year-on-year decrease of 9.84%. However, the net profit attributable to shareholders increased by 10.52% to 160 million yuan [2]. - The company has distributed a total of 1.294 billion yuan in dividends since its A-share listing, with 488 million yuan distributed over the past three years [3]. Group 3: Business Overview - Hexing Packaging, established on May 17, 1993, and listed on May 8, 2008, specializes in the research, design, production, and sales of mid-to-high-end corrugated cartons, with 88.38% of its revenue coming from corrugated packaging [2]. - The company operates within the light industry manufacturing sector, specifically in packaging and printing, and is associated with concepts such as low price, small cap, green packaging, and digital watermarking [2]. Group 4: Shareholder Information - As of September 30, 2025, the ninth largest circulating shareholder is the "Zhaoshang Quantitative Selected Stock Initiation A" fund, which holds 7.0759 million shares, indicating a new entry among the top shareholders [3].

Core Insights - The first phase of the employee stock ownership plan of Hexing Packaging has been fully sold after ten years, which began in July 2015 and underwent six extensions, with the last extension approved by the board in May this year [2] - The company indicated that the employee stock ownership plan resulted in losses, despite having a leverage of two times and an initial scale of 120 million [2] - Currently, the controlling shareholder of Hexing Packaging has 19.08% of its shares pledged, with a total of 75.79 million shares pledged, representing 19.08% of the shares held and 6.25% of the total share capital of the company [2]

Core Viewpoint - Recently, Hexing Packaging announced the complete sale of its first employee stock ownership plan after ten years, while the controlling shareholder plans to reduce its stake by no more than 1.91%. Despite the reduction announcement, the company's stock price surged to a five-year high of 4.08 yuan, contrasting sharply with the losses from the employee stock ownership plan [2][3]. Group 1: Shareholder Actions - The controlling shareholder, Xinjiang Xinghui Ju Equity Investment Management Partnership, plans to reduce its holdings by up to 23.22 million shares, representing 1.91% of the total share capital, from December 4, 2025, to March 3, 2026 [2]. - As of now, Xinjiang Xinghui Ju holds 397 million shares, accounting for 32.73% of the total share capital [2]. - The stock price reached a closing price of 4.08 yuan on November 13, 2025, marking a significant increase from a low of 1.87 yuan in 2024 [3]. Group 2: Employee Stock Ownership Plan - The first employee stock ownership plan, initiated in July 2015, has been fully sold, with a total of 12.48 million shares sold, representing 1.03% of the total share capital [3][5]. - The average purchase price for the employee stock ownership plan was 25.00 yuan per share, with a total investment of up to 40 million yuan [4]. - The employee stock ownership plan ended with losses, as the total sale amount was approximately 45.93 million yuan based on the closing price of 3.68 yuan on November 11, 2025 [5][6]. Group 3: Financial Implications - The controlling shareholder's potential cash-out from the planned reduction could exceed 94 million yuan if sold at the current price of 4.08 yuan [3]. - The employee stock ownership plan received over 1.2 million yuan in cash dividends during its tenure, despite the overall loss on the stock sales [5][6]. - As of now, 19.08% of the controlling shareholder's shares are under pledge, with a total of 75.79 million shares pledged, representing 6.25% of the company's total share capital [6].

Core Insights - The recent announcements from Hexing Packaging include the complete sale of the first employee stock ownership plan after ten years and a plan by the controlling shareholder to reduce their stake by up to 1.91% [1][2] - Following the announcement of the shareholder's reduction plan, Hexing Packaging's stock price surged to a five-year high of 4.08 yuan, contrasting sharply with the losses from the employee stock ownership plan [1][2] Shareholder Reduction Plan - The controlling shareholder, Xinjiang Xinghui Ju Equity Investment Management Partnership, plans to reduce their holdings by up to 23.22 million shares, representing 1.91% of the total share capital, from December 4, 2025, to March 3, 2026 [1][2] - As of now, Xinjiang Xinghui Ju holds 397 million shares, accounting for 32.73% of the total share capital [1] Employee Stock Ownership Plan - The first phase of the employee stock ownership plan has been fully sold, with a total of 12.48 million shares sold, representing 1.03% of the total share capital [2][5] - The employee stock ownership plan began in July 2015 and has undergone six extensions, with the last extension approved in May 2025 [2][3] Financial Performance - The stock price of Hexing Packaging reached a low of 1.87 yuan in 2024 and has since risen to 4.08 yuan by November 13, 2025, marking a significant recovery [2] - The employee stock ownership plan incurred losses, with the total sale amounting to approximately 45.93 million yuan based on a closing price of 3.68 yuan prior to the sale [5] - Over the ten years, Hexing Packaging has distributed more than 1.2 billion yuan in dividends, with the employee stock ownership plan receiving over 12 million yuan in cash dividends [5] Share Pledge Status - Currently, 19.08% of the controlling shareholder's shares are under pledge, with a total of 75.79 million shares pledged, representing 6.25% of the company's total share capital [5]

Market Overview - The packaging and printing sector increased by 1.28% on November 13, with Jinfu Technology leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Stock Performance - Jinfu Technology (stock code: 003018) closed at 16.89, rising by 10.03% with a trading volume of 104,900 shares and a transaction value of 174 million yuan [1] - Hexing Packaging (stock code: 002228) closed at 4.08, up 9.97% with a trading volume of 1,103,000 shares [1] - Hongyu Packaging Materials (stock code: 920274) closed at 31.66, increasing by 5.71% [1] - Other notable performers include Yinglian Co., Ltd. (stock code: 002846) up 4.84% and Nanshi Technology (stock code: 301355) up 3.64% [1] Capital Flow - The packaging and printing sector experienced a net outflow of 62.21 million yuan from institutional investors and 84.42 million yuan from retail investors, while retail investors saw a net inflow of 147 million yuan [2] - The capital flow data indicates that institutional and speculative funds are withdrawing, while retail investors are increasing their positions [2] Individual Stock Capital Flow - Yinglian Co., Ltd. (stock code: 002846) had a net inflow of 84.76 million yuan from institutional investors, but a net outflow of 68.72 million yuan from retail investors [3] - Hexing Packaging (stock code: 002228) saw a net inflow of 34.79 million yuan from institutional investors, with retail investors withdrawing 22.62 million yuan [3] - Other stocks like Jinghua Laser (stock code: 603607) and Nanshi Technology (stock code: 301355) also showed mixed capital flows, with institutional inflows but retail outflows [3]