Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Of the 2021 annual general meeting
Legal opinion
To: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal counsel of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) company (hereinafter referred to as “the company”), entrusted by the company and in accordance with the relevant requirements for the prevention and control of the novel coronavirus pneumonia epidemic, has assigned its lawyers to attend the 2021 annual general meeting of the company (hereinafter referred to as “the annual general meeting of shareholders”) by remote video. 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 (hereinafter referred to as the “rules for the general meeting of shareholders”) and other relevant laws, regulations and normative documents, as well as the provisions of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) articles of Association (hereinafter referred to as the “articles of association”), Witness the annual general meeting of shareholders and issue legal opinions.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s annual general meeting of shareholders. The lawyer of this firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of this firm considers necessary to issue 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 of this annual general meeting of shareholders, the qualifications of the personnel and conveners attending this annual general meeting of shareholders, the voting procedures and voting results of the meeting comply with the relevant provisions of the company law, the rules of the general meeting of shareholders 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 such proposals.
This legal opinion is only for the purpose of legality of relevant matters of the company’s annual general meeting of shareholders, and shall not be used for any other purpose.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 The convener qualification and convening procedures of this annual general meeting of shareholders
The annual general meeting of shareholders is convened by the board of directors of the company.
1. On April 27, 2022, the fourth meeting of the seventh board of directors of the company (2021 annual board of directors) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders.
2. According to the resolution of the fourth meeting of the seventh board of directors of the company, on April 29, 2022, the company published the notice of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) on convening the 2021 annual general meeting of shareholders in the form of announcement on the information disclosure media designated by the CSRC; On May 9, 2022, the board of directors of the company received the interim proposal submitted in writing by the shareholder Huzhou Yanrun investment management partnership (limited partnership), and submitted the interim proposal to the 2021 annual general meeting of shareholders of the company for deliberation after examination. On May 11, 2022, the board of directors of the company published the announcement of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) on adding interim proposals to the 2021 annual general meeting and updating the notice on convening the 2021 annual general meeting in the information disclosure media designated by the CSRC in accordance with the rules of general meeting of shareholders. Accordingly, the board of directors of the company has notified the shareholders in the form of announcement 20 days before the meeting; The shareholders of the company put forward an interim proposal ten days before the meeting and submitted it to the board of directors in writing. The board of directors supplemented the notice to the shareholders in the form of announcement within two days after receiving the proposal. The contents of the meeting notice comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
Accordingly, our lawyers believe that the qualifications and procedures of the convener of this annual general meeting of shareholders comply with the relevant laws, regulations, normative documents such as the company law, the rules of the general meeting of shareholders and the relevant provisions of the articles of association. The annual general meeting of shareholders is convened by the board of directors of the company, and the qualification of the convener is legal and effective.
2、 Procedures for convening this annual general meeting of shareholders
1. According to the attendance book and identity certificate of the on-site meeting of the annual general meeting of shareholders, there are 7 shareholders and their agents attending the on-site meeting of the annual general meeting of shareholders. Witnessed by our lawyer, the identity certificate and other relevant documents provided by the shareholder meet the formal requirements, and the power of attorney is valid.
2. The shareholders and their agents attending the on-site meeting of the annual general meeting of shareholders have signed on the attendance book prepared by the company. Verified by our lawyers, all the shareholders attending the on-site meeting of the annual general meeting of shareholders are the shareholders of the company registered on the equity registration date.
3. The on-site meeting of the annual general meeting of shareholders was held at 10:00 on Friday, May 20, 2022 in conference room 4, office building of Xinjiang Fukang Zhundong petroleum base company. Chairman Luo Yinyu presided over the annual general meeting of shareholders. The proposals and materials related to the annual general meeting of shareholders have been submitted to the shareholders and their agents attending the meeting.
4. After verification, the online voting time of this annual general meeting of shareholders is May 20, 2022. Among them, the specific time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 20, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 20, 2022.
5. According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 2 shareholders voted directly through the online voting system during the effective period of online voting.
Accordingly, our lawyers believe that the convening procedures of this annual general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
3、 Personnel attending the annual general meeting of shareholders
1. Shareholders and their agents
The equity registration date of this annual general meeting of shareholders is May 16, 2022. Upon inspection, there are 7 shareholders and shareholders’ agents attending the on-site meeting of the company’s annual general meeting, with 80793683 representative shares, accounting for 308308% of the total shares of the company. After verification, the above shareholders are all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited and holding the company’s shares after the closing of Shenzhen Stock Exchange on the equity registration date on May 16, 2022.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 2 shareholders who directly vote through the online voting system within the effective time, representing 280100 shares, accounting for 0.1069% of the total shares of the company.
A total of 4 minority shareholders (“minority shareholders” refer to shareholders holding less than 5% of the company’s shares, except directors, supervisors, senior managers and their controlling subjects) and shareholder representatives attended the annual general meeting through on-site and online, representing 498100 voting shares of the company, accounting for 0.1901% of the total shares of the company on the date of equity registration. Among them, there are 2 minority shareholders attending the on-site meeting, representing 218000 voting shares of the company, accounting for 0.0832% of the total shares of the company on the date of equity registration; Two minority shareholders participated in online voting, representing 280100 voting shares of the company, accounting for 0.1069% of the total shares of the company on the date of equity registration.
2. Directors, supervisors, senior managers and other personnel of the company
Jian Wei, director and general manager of the company, LV Zhanmin, director and Secretary of the board of directors and deputy general manager, attended the meeting on site. Chairman Luo Yinyu, directors Li Yan and Fan Hua, as well as independent directors Tang Yang, Li Xiaolong and Liu Hong are now attending the meeting by means of communication.
Supervisor Wang Nan and employee representative supervisors Zhao Shuzhi and Zhang Mingming attended the meeting on site. Chairman Wang Juan and supervisor ran Geng attended the meeting by means of communication.
Zuo Jun, deputy general manager of the company, Liu Yan, financial director, and Jiang Jianjian, chief engineer attended the meeting on site. Liu Feng, deputy general manager, attended the meeting by means of communication.
The lawyers of the firm attended the meeting by remote video.
Accordingly, our lawyers believe that the personnel attending the annual general meeting of shareholders comply with the relevant provisions of the company law, the rules of the general meeting of shareholders and other laws, regulations, normative documents and the articles of association.
4、 Report of independent directors
Tang Yang, Li Xiaolong, Zhu Ming and Shi Guomin, the incumbent independent directors of the company in 2021, respectively made a report on the work of independent directors to the general meeting of shareholders, including their attendance at the meeting, their independent opinions, their work in protecting the legitimate rights and interests of public shareholders, and their on-site investigation of the company. At the annual general meeting of shareholders, Zhu Ming entrusted Tang Yang, an independent director, to report on his work due to work conflict.
Website of the Institute (www.szse. CN.).
5、 Voting procedures and results of this annual general meeting of shareholders
After witnessing, the on-site meeting of the annual general meeting of shareholders of the company voted by open ballot on the matters listed in the announcement. The on-site meeting elected shareholder representatives Yang Xijiang and Liu Jun as vote tellers, supervisor Zhao Shuzhi and the witness lawyer of the company as vote supervisors, and the vote tellers and supervisors counted, supervised and counted votes according to the procedures specified in the articles of association. After verification, the company provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data of the total number of voting rights and voting results participating in the online voting of the annual general meeting of shareholders.
After verification, the voting results of on-site voting and online voting of the company’s consolidated statistics after the voting of this annual general meeting of shareholders are as follows:
1. Work report of the board of directors in 2021
Approved 81073683 shares, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 100 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the annual general meeting of shareholders are as follows:
Agreed to 498000 shares, accounting for 999799% of the shares held by minority shareholders attending the meeting; Against 100 shares, accounting for 0.0201% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The motion was passed by a vote.
2. Work report of the board of supervisors in 2021
Approved 81073683 shares, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 100 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the annual general meeting of shareholders are as follows:
Agreed to 498000 shares, accounting for 999799% of the shares held by minority shareholders attending the meeting; Against 100 shares, accounting for 0.0201% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The motion was passed by a vote.
3. Internal control evaluation report in 2021
Approved 81073683 shares, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 100 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the annual general meeting of shareholders are as follows:
Agreed to 498000 shares, accounting for 999799% of the shares held by minority shareholders attending the meeting; Against 100 shares, accounting for 0.0201% of the shares held by minority shareholders attending the meeting; Abstain from 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by minority shareholders attending the meeting.
The motion was passed by a vote.
4. Financial final account report of 2021 and financial budget report of 2022
Approved 81073683 shares, accounting for 999999% of the shares held by all shareholders attending the meeting; Against 100 shares, accounting for 0.0001% of the shares held by all shareholders attending the meeting; Abstain 0 shares (including 0 shares by default due to non voting), accounting for 0.0000% of the shares held by all shareholders attending the meeting.
Among them, the voting results of small and medium-sized investors attending the annual general meeting of shareholders are as follows:
Agreed to 498000 shares, accounting for 999799% of the shares held by minority shareholders attending the meeting; Against 100 shares, accounting for the majority of those attending the meeting
