Shanghai jintiancheng law firm
About Shandong Molong Petroleum Machinery Company Limited(002490)
Of the 2021 annual general meeting
Legal opinion
Address: floor 9/11/12, Shanghai center building, No. 501, Yincheng Middle Road, Pudong New Area, Shanghai
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
Shanghai jintiancheng law firm
About Shandong Molong Petroleum Machinery Company Limited(002490)
Of the 2021 annual general meeting
Legal opinion
To: Shandong Molong Petroleum Machinery Company Limited(002490)
Shanghai jintiancheng law firm (hereinafter referred to as “the firm”) is entrusted by Shandong Molong Petroleum Machinery Company Limited(002490) (hereinafter referred to as “the company”) to hold the 2021 annual general meeting of shareholders (hereinafter referred to as “the general meeting”) in accordance with the laws and regulations of the people’s Republic of China (hereinafter referred to as “the company 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”) This legal opinion is issued in accordance with the relevant provisions of laws, regulations and other normative documents, as well as the Shandong Molong Petroleum Machinery Company Limited(002490) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Shandong Molong Petroleum Machinery Company Limited(002490) shareholders’ meeting (hereinafter referred to as the “rules of procedure”). Affected by the epidemic of pneumonia caused by novel coronavirus infection, the lawyers assigned by the exchange witnessed the shareholders’ meeting by video.
This legal opinion only expresses opinions on whether the convening and convening procedures of the general meeting of shareholders, the qualifications of the participants, the qualifications of the convener, the voting procedures and voting results of the meeting comply with the provisions of the company law, the rules of general meeting of shareholders, the articles of association, the rules of procedure and so on, and does not guarantee the authenticity of the contents of the proposals considered at the general meeting of shareholders and the facts or data expressed in these proposals Comment on accuracy and completeness. The premise of our lawyers’ opinions is that all materials announced by the company on the designated information disclosure media are true, accurate and complete, without concealment, falsehood and major omissions, the materials submitted by the company to our lawyers (including but not limited to the register of shareholders, identity certificates of relevant shareholders, power of attorney, business license, etc.) are true, accurate and complete, and the signatures or seals on these materials are true, The power of attorney is legally and properly authorized, and the copies or copies of the materials are consistent with the original or the original.
This legal opinion is only for the purpose of this shareholders’ meeting of the company, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, in accordance with the relevant provisions of laws, regulations, rules and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers hereby express the following legal opinions: I. convening and convening procedures of this general meeting of shareholders
This general meeting of shareholders is proposed and convened by the board of directors. The company was posted on cninfo.com on March 31, 2022（ http://www.cn.info.com.cn. ）Website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And other information disclosure media designated by the CSRC published the notice on convening the 2021 annual general meeting of shareholders, which was posted on the website of the Hong Kong Stock Exchange on March 30, 2022（ https://www.hkex.com..hk/ ）Publish the notice of the annual general meeting of shareholders. After verification, the above notice specifies the time, place, method and participants of the general meeting of shareholders, and explains the equity registration date of shareholders entitled to attend the meeting, the registration method, contact number and contact name of shareholders attending the meeting.
The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on May 19, 2022 in the company’s conference room as scheduled. The on-site meeting was presided over by Mr. Yang Yunlong, chairman of the company. The specific time of 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 May 19, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is 9:15-15:00 on May 19, 2022.
Our lawyers believe that the convening and convening procedures of this general meeting of shareholders comply with the company law, rules of general meeting of shareholders and other laws, regulations, rules and other normative documents, as well as the relevant provisions of the articles of association and rules of procedure. 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 the company. Our lawyers believe that the convener of this general meeting of shareholders complies with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, rules and other normative documents, as well as the articles of association and rules of procedure.
(II) qualification of attendees of the general meeting of shareholders
A total of 14 shareholders and their proxies participated in the shareholders’ meeting (including on-site attendance and online voting), representing 275979826 voting shares, accounting for 34.59% of the total voting shares of the company. Among them, there are 13 A-share shareholders and their proxies (including on-site attendance and online voting), representing 242271134 voting shares, accounting for 30.37% of the total voting shares of the company; One H-share shareholder and shareholder agent, representing 33708692 voting shares, accounting for 4.22% of the total voting shares of the company. In addition to the above-mentioned personnel attending the general meeting of shareholders, other personnel attending the general meeting of shareholders on site or by video included some directors, supervisors, Secretary of the board of directors, Mr. Zhang Chao of ShineWing Certified Public Accountants (special general partnership) and lawyers of the firm. Senior managers of the company attended the general meeting of shareholders as nonvoting delegates.
The aforesaid qualification of shareholders voting through the online voting system shall be verified by the organization provided by the online voting system. The qualification of H-share shareholders attending the general meeting of shareholders shall be determined by the company with the assistance of Hong Kong Central Securities Registration Co., Ltd. our lawyers are unable to verify the qualification of such shareholders. The qualifications of shareholders participating in the online voting of the general meeting of shareholders and H-share shareholders are in line with laws, regulations On the premise of the provisions of normative documents, the articles of association and the rules of procedure, our lawyers believe that the qualifications of the personnel attending the general meeting of shareholders meet the provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, rules and other normative documents, as well as the articles of association and the rules of procedure. 3、 Proposals considered at the general meeting of shareholders
After verification by the lawyers of the firm, the proposals deliberated at the general meeting of shareholders of the company fall within the scope of powers of the general meeting of shareholders of the company, and are consistent with the deliberation matters listed in the notice and announcement of convening the general meeting of shareholders; The on-site meeting of the general meeting of shareholders did not modify the notice.
4、 Voting procedures and results of this general meeting of shareholders
According to the agenda and deliberation items of the general meeting of shareholders, the general meeting of shareholders adopted the voting method of combining on-site voting and online voting, and considered and adopted the following proposals:
(I) work report of the board of directors in 2021;
(II) work report of the board of supervisors in 2021;
(III) full text and summary of 2021 annual report;
(IV) profit distribution plan for 2021;
(V) proposal on applying for comprehensive credit line;
(VI) proposal on providing guarantee for subsidiaries;
(VII) remuneration plan for directors, supervisors and senior managers in 2022;
(VIII) proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers; (IX) proposal on renewing the appointment of audit institutions in 2022;
(x) proposal on changing the registered address of the company and amending the articles of association.
According to the verification of our lawyers, among the above proposals, items (I) to (IX) belong to ordinary resolutions, which have been approved by more than half of the voting rights held by the shareholders who have the right to vote at the general meeting of shareholders, and these proposals have been effectively voted through; The proposal (x) is a special resolution, which has been approved by more than two-thirds of the voting rights held by the voting shareholders attending the general meeting of shareholders, and these proposals have been effectively voted through. The votes of small and medium-sized investors at this shareholders’ meeting have been counted separately.
In conclusion, our lawyers believe that the voting procedures of this general meeting of shareholders comply with the provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, rules and other normative documents, as well as the articles of association and rules of procedure, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the procedures for convening and convening the 2021 annual general meeting of shareholders, the qualifications of conveners, the qualifications of participants, the voting procedures and voting results of the meeting are in line with the relevant provisions of the company law and other laws, regulations, rules and other normative documents, as well as the articles of association and rules of procedure, and the resolutions adopted at the general meeting of shareholders are legal and effective.
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Shanghai Jincheng law firm (seal):
Peng Chuntao
Handling lawyer:
Xu Fei
May 19, 2022 Shanghai, Hangzhou, Beijing, Shenzhen, Suzhou, Nanjing, Chongqing, Chengdu, Taiyuan, Hong Kong, Qingdao, Xiamen, Tianjin, Jinan, Hefei, Zhengzhou, Fuzhou, Nanchang, Xi’an
