Hubei Ruitong Tianyuan law firm
About Sinopec Oilfield Equipment Corporation(000852)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
Er Rui Tian LV Fei Zi [2022] No. 0075 to: Sinopec Oilfield Equipment Corporation(000852)
Entrusted by Sinopec Oilfield Equipment Corporation(000852) (hereinafter referred to as “the company”), Hubei Ruitong Tianyuan law firm (hereinafter referred to as “the firm”) appoints witness lawyers to attend the first extraordinary general meeting of shareholders in Sinopec Oilfield Equipment Corporation(000852) 2022 (hereinafter referred to as “the general meeting of shareholders”), witness the legality of the general meeting of shareholders and issue legal opinions.
This legal opinion is issued 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, the Sinopec Oilfield Equipment Corporation(000852) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents. In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s general meeting of shareholders. The lawyer of our firm has obtained the following guarantee from the company, that is, we have provided the materials that our lawyer considers necessary for issuing this legal opinion, the original materials, copies, copies and other materials and oral testimony provided meet the requirements of authenticity, accuracy and integrity, and the relevant copies, copies and other materials are consistent with the original materials.
In this legal opinion, our lawyers only express their opinions on whether the convening and convening procedures, the qualifications of the participants, the qualifications of the convener, the voting procedures and the voting results of this general meeting of shareholders comply with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, regulations, normative documents and the articles of association, Do not express opinions on the contents of the proposals considered at the meeting and the authenticity and accuracy of the facts or data expressed in these proposals.
This legal opinion is only for the use of relevant items of the company’s general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence, our lawyers have verified and verified the relevant documents and facts provided by the company, and issued the following legal opinions:
1、 Convening procedures of this general meeting of shareholders
The shareholders’ meeting was convened by the resolution of the fourth meeting of the eighth board of directors of the company and was held on January 28, 2022 in the securities times, China Securities News, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Relevant documents were published in the form of announcement, and 6 proposals considered by the general meeting of shareholders were determined.
On January 28, 2022, the company announced the notice on convening the first extraordinary general meeting of shareholders in 2022, which specified the convener of the meeting, the time and content of the meeting, the location of the on-site meeting, the voting method of the meeting and the matters to be considered at the meeting, as well as the equity registration date of the entitled participants and shareholders Registration method of shareholders attending on-site meetings and online voting, company contact number and contact name, etc.
The lawyers of the firm believe that the convening procedures of the general meeting of shareholders and the notice of the meeting comply with the relevant provisions of Chinese laws, regulations, normative documents and the articles of association.
2、 Convening of this general meeting of shareholders
The voting of the general meeting of shareholders is conducted by combining on-site voting and online voting. The on-site meeting was held at 14:30 p.m. on Friday, February 18, 2022 in the conference room of the company, 12 / F, block A2, financial port, No. 77, Guanggu Avenue, East Lake New Technology Development Zone, Wuhan, Hubei Province. In addition, the company through the Shenzhen stock exchange trading system and Internet voting system（ http://wltp.cn.info.com.cn. ）An online voting platform is provided to all shareholders.
Our lawyers believe that the actual time, place, method and other matters of this meeting are consistent with those disclosed in the notice of the general meeting of shareholders, and its convening procedures comply with Chinese laws, regulations, normative documents and the relevant provisions of the articles of association.
3、 Qualification of the persons attending the general meeting of shareholders and the convener of the meeting
(I) convener of the general meeting of shareholders
The convener of this general meeting of shareholders is the board of directors of the company, which has the legal qualification to convene this general meeting of shareholders.
(II) shareholders and their agents attending the on-site meeting
79 shareholders voted on site and online at the shareholders’ meeting, representing 471280369 shares, accounting for 60.6067% of the total shares of the listed company. Among them, there were 4 shareholders who attended and voted on the spot, with 458246442 representative shares, accounting for 58.9305% of the total shares of the listed company.
After checking the list of shareholders attending the on-site meeting and the supporting materials of shareholders and entrusted agents provided by the company, the subject qualification of shareholders and entrusted agents attending the general meeting of shareholders is legal and valid.
(III) other personnel attending the on-site meeting
In addition to the above-mentioned shareholders and shareholders’ agents, the on-site meeting of the general meeting of shareholders was attended by directors, supervisors and senior managers of the company and lawyers hired by the company. Our lawyers believe that the qualifications of the above personnel are legal and valid.
4、 Online voting of this shareholders’ meeting
(I) provision of online voting system for the general meeting of shareholders
According to the company’s notice on convening the general meeting of shareholders and other relevant announcement documents, the shareholders of the company can choose not only the on-site voting method, but also the online voting method. The voting time through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on February 18, 2022. The time of voting through the Internet voting system is any time from 9:15 a.m. on February 18, 2022 to 15:00 p.m. on February 18, 2022.
(II) qualification of online voting shareholders and handling of repeated voting
All shareholders registered on the equity registration date of this shareholders’ meeting have the right to exercise their voting rights through the online voting platform. Shareholders of the company can choose either on-site voting or online voting. In case of repeated voting, the first voting result shall prevail.
(III) online voting
The number of online voting votes and on-site voting votes of this general meeting of shareholders are included in the total number of voting rights of this general meeting of shareholders.
75 shareholders voted online at the shareholders’ meeting, representing 13033927 shares, accounting for 1.6762% of the total shares of the listed company.
On the premise that the qualifications of shareholders participating in online voting comply with the provisions of laws, regulations, normative documents and the articles of association, the exchange believes that the online voting of this general meeting of shareholders complies with the relevant provisions of laws, regulations, normative documents and the articles of association, and the announcement, voting methods and statistics of voting results of online voting are legal and effective.
5、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders’ meeting deliberated on the proposals listed in the meeting notice, and voted on the reviewed proposals by combining on-site voting and online voting. After the on-site voting was completed, the on-site meeting of the general meeting of shareholders was counted and monitored by two shareholder representatives, one supervisor and the lawyer of the exchange in accordance with the procedures specified in the articles of association and the rules of the general meeting of shareholders of listed companies, and the voting results were counted. Online voting shall be conducted through the trading system and Internet voting system of Shenzhen stock exchange according to the time period determined in the meeting notice. After the voting of the general meeting of shareholders, the company consolidated the voting results of on-site voting and online voting to form the final voting results of the general meeting of shareholders and publish them. Verified by our lawyer:
1. The matters considered and voted at this general meeting of shareholders of the company are all the proposals specified in the notice of the company’s announced meeting, and there are no temporary proposals proposed at the on-site meeting or other unannounced temporary proposals.
2. The identity of the scrutineer and teller of the shareholders’ meeting, the voting process, exercise of voting rights and voting procedures of the shareholders’ meeting comply with laws, regulations, normative documents, articles of association and other relevant provisions.
6、 Voting results of the general meeting of shareholders
According to the consolidated statistics of the company’s on-site voting results and online voting results, the voting results of the proposals considered at the shareholders’ meeting are as follows:
(I) deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022. The voting results: 14357659 shares were agreed, accounting for 98.8542% of the total number of valid voting shares attending the meeting (including online voting, the same below); 166410 opposition shares, accounting for 1.1458% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting. The motion was passed by vote. The related shareholder of the above proposal Petrochina Company Limited(601857) Chemical Group Co., Ltd. avoided voting and was a major matter affecting the interests of small and medium-sized investors. The votes of small and medium-sized investors were counted separately.
(II) deliberated and passed the proposal on the prediction of related party transactions of deposits and loans of the company in related financial companies in 2022
Voting results: 14357259 shares were approved, accounting for 98.8515% of the total number of valid voting shares attending the meeting; 166410 opposition shares, accounting for 1.1457% of the total number of valid voting shares attending the meeting; 400 shares abstained (including 0 shares abstained by default due to non voting), accounting for 0.0028% of the total number of valid voting shares attending the meeting. The motion was passed by vote.
The related shareholder of the above proposal Petrochina Company Limited(601857) Chemical Group Co., Ltd. avoided voting and was a major matter affecting the interests of small and medium-sized investors. The votes of small and medium-sized investors were counted separately.
(III) deliberated and passed the proposal on the company’s application for Entrusted loan from China Petroleum & Chemical Corporation(600028) group company in 2022
Voting results: 14357259 shares were approved, accounting for 98.8515% of the total number of valid voting shares attending the meeting; 166810 opposition shares, accounting for 1.1485% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting. The motion was passed by vote.
The related shareholder of the above proposal Petrochina Company Limited(601857) Chemical Group Co., Ltd. avoided voting and was a major matter affecting the interests of small and medium-sized investors. The votes of small and medium-sized investors were counted separately.
(IV) deliberated and passed the proposal on extending the validity period of the resolutions of the shareholders’ meeting of the company’s non-public Development Bank shares
Voting results: 13304474 shares were approved, accounting for 91.6029% of the total number of valid voting shares attending the meeting; Against 1219595 shares, accounting for 8.3971% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting. The motion was passed by vote.
The above proposal is a special resolution proposal, which must be passed by more than two-thirds of the total number of valid voting shares attending the meeting, and the related shareholder Petrochina Company Limited(601857) Chemical Group Co., Ltd. abstains from voting; The above proposals are major issues affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors are counted separately.
(V) deliberated and passed the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors and the chairman of the board of directors to handle matters related to the non-public development of shares
Voting results: 13304474 shares were approved, accounting for 91.6029% of the total number of valid voting shares attending the meeting; Against 1219595 shares, accounting for 8.3971% of the total number of valid voting shares attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the total number of valid voting shares attending the meeting. The motion was passed by vote.
The above proposal is a special resolution proposal, which must be passed by more than two-thirds of the total number of valid voting shares attending the meeting, and the related shareholder Petrochina Company Limited(601857) Chemical Group Co., Ltd. abstains from voting; The above proposals are major issues affecting the interests of small and medium-sized investors, and the votes of small and medium-sized investors are counted separately.
(VI) deliberated and passed the proposal on Amending the articles of association of the company
469623617 shares were approved, accounting for 99.6485% of the total number of valid voting shares attending the meeting; 1656352 opposition shares, accounting for 0.3514% of the total number of valid voting shares attending the meeting; 400 shares abstained (including 0 shares by default due to non voting), accounting for 0.0001% of the total number of valid voting shares attending the meeting. The motion was passed by vote.
The above proposals are special resolutions and must be approved by more than two-thirds of the total number of valid voting shares present at the meeting.
Our lawyers believe that the proposals deliberated at this shareholders’ meeting are consistent with those disclosed in the notice of shareholders’ meeting. Except for the sixth proposal, all the above six proposals involve related party transactions, and the related shareholder Petrochina Company Limited(601857) Chemical Group Co., Ltd. has avoided voting as required. The voting results of this general meeting of shareholders comply with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association, and the voting results are legal and valid.
7、 Concluding observations
Hubei Ruitong Tianyuan law firm was entrusted by Sinopec Oilfield Equipment Corporation(000852) to appoint lawyers to attend and witness the shareholders’ meeting. Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association and other relevant laws and regulations. The qualifications of the personnel attending the shareholders’ meeting and the convener meet the provisions of the company law, the rules of the shareholders’ meeting, the articles of association and other relevant laws and regulations. The qualifications of the personnel attending the meeting and the convener are legal and valid. 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 articles of association and other relevant laws and regulations, and the voting results are legal and valid.
Person in charge: Zhang Jun
Lawyer in charge: Wen Lili
