20th floor, China Resources Building, No. 8 Jianguomen North Street, Beijing zip code: 100005 Tel: (86-10) 85191300 Fax: (86-10) eighty-five million one hundred and ninety-one thousand three hundred and fifty [email protected]. Beijing JUNHE law firm
About Offshore Oil Engineering Co.Ltd(600583)
Legal opinion of 2021 annual general meeting
To: Offshore Oil Engineering Co.Ltd(600583)
Entrusted by Offshore Oil Engineering Co.Ltd(600583) (hereinafter referred to as "the company"), Beijing JUNHE law firm, in accordance with 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 (hereinafter referred to as "the rules for the general meeting of shareholders") and other laws, regulations and rules, as well as the relevant provisions of Offshore Oil Engineering Co.Ltd(600583) articles of Association (hereinafter referred to as "the articles of association"), This legal opinion is issued on matters related to the 2021 annual general meeting of shareholders of your company (hereinafter referred to as "the general meeting of shareholders").
This legal opinion is only used for the purpose of witnessing the legitimacy of relevant matters of this shareholders' meeting. No one shall use it for any other purpose without the written consent of the exchange.
For the purpose of issuing this legal opinion, the lawyer appointed by the firm attended the shareholders' meeting of your company by video, and checked and verified the documents and facts related to the shareholders' meeting provided by your company in accordance with the provisions and requirements of relevant laws and regulations and the recognized business standards, ethics and diligence spirit of the lawyer industry. On this basis, the exchange has issued the following legal opinions on the facts occurring on and before the date of issuance of the legal opinion:
1、 On the convening and convening of this general meeting of shareholders
(I) according to the resolution of the 9th meeting of the 7th board of directors and the 10th meeting of the 7th board of directors of your company
Resolution and Offshore Oil Engineering Co., Ltd. published on the website of Shanghai Stock Exchange on April 29, 2022
Notice of the company on convening the 2021 annual general meeting of shareholders (hereinafter referred to as "general meeting of shareholders")
The board of directors of your company has made a resolution on the convening of the general meeting of shareholders and notified the shareholders in the form of announcement 20 days before the meeting. The contents of the notice of the general meeting of shareholders in the notice of the general meeting of shareholders comply with the relevant provisions of the articles of Association.
(II) according to the verification of our lawyers, this general meeting of shareholders is held by combining on-site voting and online voting.
(III) according to the verification of our lawyers, your company has provided online voting services to your shareholders through the trading system and Internet voting system of Shanghai Stock Exchange. Among them, the voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
(IV) witnessed by our lawyers, your company held the on-site meeting of the general meeting of shareholders at 14:30 p.m. on May 20, 2022 in the conference room of block a, office building, No. 199, Haibin 15th Road, Tianjin Port Co.Ltd(600717) Free Trade Zone, presided over by Mr. Yu Yi, chairman of the company.
(V) witnessed by the lawyers of the firm, the actual time, place and method of the on-site meeting of the general meeting of shareholders and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of the general meeting of shareholders and the matters submitted to the meeting for deliberation.
In conclusion, the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of the company law, the rules of general meeting of shareholders and the articles of association.
2、 On the qualifications of the personnel attending the general meeting of shareholders and the convener
(I) witnessed by our lawyers, there are 2 shareholders or shareholders' agents attending the on-site meeting of the general meeting of shareholders, holding 306439755 shares of your company, accounting for 6.9309% of the total shares of your company.
According to the register of shareholders of China Securities Depository and Clearing Co., Ltd. Shanghai Branch, the above shareholders or their agents have the right to attend the shareholders' meeting.
According to the verification of our lawyers, the above shareholders attended the shareholders' meeting in person or by proxy. According to the verification of our lawyers, some directors, supervisors and senior managers of your company attended or attended the shareholders' meeting as nonvoting delegates.
(II) according to the online voting information provided by Shanghai Stock Exchange Information Network Co., Ltd., 51 shareholders participated in online voting through the trading system and Internet voting system of Shanghai Stock Exchange, representing 2349558053 voting shares of your company, accounting for 531411% of the total shares of your company.
(III) according to the resolution of the 9th meeting of the 7th board of directors, the resolution of the 10th meeting of the 7th board of directors and the notice of the general meeting of shareholders, the board of directors of your company convened this general meeting of shareholders.
To sum up, the qualification of shareholders who participate in online voting through the trading system and Internet voting system of Shanghai Stock Exchange is certified by the online voting system of the general meeting of shareholders of listed companies. The qualification of the personnel attending the on-site meeting of the general meeting of shareholders and the qualification of the convener of the general meeting of shareholders comply with the relevant provisions of the rules of general meeting of shareholders and the articles of association.
3、 Voting procedures of the general meeting of shareholders
(I) according to the witness of our lawyers, the general meeting of shareholders adopted a combination of on-site open voting and online voting to vote on the proposal included in the agenda of the general meeting of shareholders.
(II) when the proposal is voted at the on-site meeting of the general meeting of shareholders, the lawyers, shareholder representatives and supervisors of the exchange shall be jointly responsible for counting and supervising the votes, and counting the voting results of the on-site meeting.
(III) according to the counting of the voting results of your company's shareholders' representatives, supervisors and our lawyers, as well as the online voting results of your company's 2021 annual general meeting of shareholders calculated by Shanghai Stock Exchange Information Network Co., Ltd., the voting results of on-site voting and online voting are combined for the proposals considered at this general meeting of shareholders. (IV) according to the verification of the lawyers of the firm, the following proposals were considered and adopted at the general meeting of shareholders through the combination of on-site voting and online voting:
1. Deliberated and adopted the work report of the board of directors in 2021
Voting: 2599332813 shares were in favor, accounting for 978665% of the voting shares (including online voting) attending the meeting; 39214996 shares opposed, accounting for 1.4764% of the voting shares (including online voting) attending the meeting; 17449999 shares abstained, accounting for 0.6571% of the voting shares (including online voting) attending the meeting. 2. Deliberated and adopted the work report of the board of supervisors in 2021
Voting: 2599332813 shares were in favor, accounting for 978665% of the voting shares (including online voting) attending the meeting; 39214996 shares opposed, accounting for 1.4764% of the voting shares (including online voting) attending the meeting; 17449999 shares abstained, accounting for 0.6571% of the voting shares (including online voting) attending the meeting. 3. Deliberated and adopted the company's 2021 annual financial statement report
Voting: 2599225513 shares were in favor, accounting for 978624% of the voting shares (including online voting) attending the meeting; 39322296 shares opposed, accounting for 1.4805% of the voting shares (including online voting) attending the meeting; 17449999 shares abstained, accounting for 0.6571% of the voting shares (including online voting) attending the meeting. 4. The 2021 profit distribution plan of the company was reviewed and approved
Voting: 2618239371 shares were in favor, accounting for 985783% of the voting shares (including online voting) attending the meeting; 37258437 shares opposed, accounting for 1.4028% of the voting shares (including online voting) attending the meeting; 500000 shares abstained, accounting for 0.0189% of the voting shares (including online voting) attending the meeting. Among them, the voting situation of the minority shareholders (excluding the directors, supervisors and senior managers and the persons acting in concert of the major shareholders) who held less than 5% of the shares of your company at the meeting: 171898862 shares were in favor, accounting for 819904% of the total voting shares held by the minority shareholders at the meeting; 37258437 shares objected, accounting for 177711% of the total voting shares held by minority shareholders attending the meeting; 500000 shares abstained, accounting for 0.2385% of the total voting shares held by minority shareholders attending the meeting.
5. The annual report and summary of the company in 2021 were reviewed and adopted
Voting: 2599332813 shares were in favor, accounting for 978665% of the voting shares (including online voting) attending the meeting; 39214996 shares opposed, accounting for 1.4764% of the voting shares (including online voting) attending the meeting; 17449999 shares abstained, accounting for 0.6571% of the voting shares (including online voting) attending the meeting. 6. The proposal on the renewal of the company's financial and internal control audit institution in 2022 was deliberated and adopted
Voting: 2598033829 shares were in favor, accounting for 978176% of the voting shares (including online voting) attending the meeting; 40480396 shares opposed, accounting for 1.5241% of the voting shares (including online voting) attending the meeting; 17483583 shares abstained, accounting for 0.6583% of the voting shares (including online voting) attending the meeting. Among them, the voting situation of the minority shareholders (excluding the directors, supervisors and senior managers and the persons acting in concert of the major shareholders) who held less than 5% of the shares of your company at the meeting: 151693320 shares were in favor, accounting for 723529% of the total voting shares held by the minority shareholders at the meeting; 40480396 shares opposed, accounting for 193078% of the total voting shares held by minority shareholders attending the meeting; 17483583 shares abstained, accounting for 8.3393% of the total voting shares held by minority shareholders attending the meeting.
7. The proposal on Amending the articles of association and authorizing the board of directors to handle industrial and commercial registration was deliberated and adopted
Voting: 2481 Shenzhen Jove Enterprise Limited(300814) shares were in favor, accounting for 934225% of the voting shares (including online voting) attending the meeting; 174696994 shares opposed, accounting for 6.5775% of the voting shares (including online voting) attending the meeting; 0 shares waived.
8. The proposal on Amending the rules of procedure of the company's general meeting of shareholders was deliberated and adopted
Voting: 2472897009 shares were in favor, accounting for 931061% of the voting shares (including online voting) attending the meeting; 183100799 shares opposed, accounting for 6.8939% of the voting shares (including online voting) attending the meeting; 0 shares waived.
9. The proposal on Amending the rules of procedure of the board of directors of the company was deliberated and adopted
Voting: 2472897009 shares were in favor, accounting for 931061% of the voting shares (including online voting) attending the meeting; 183939% of the voting shares (including 896 voting shares) attended the meeting; 0 shares waived.
10. The proposal on Amending the measures for the management and use of the company's raised funds was deliberated and adopted
Voting: 2472897009 shares were in favor, accounting for 931061% of the voting shares (including online voting) attending the meeting; 183100799 shares opposed, accounting for 6.8939% of the voting shares (including online voting) attending the meeting; 0 shares waived.
11. The proposal on Revising the working system of independent directors of the company was deliberated and adopted
Voting: 247317309 shares were in favor, accounting for 931144% of the voting shares (including online voting) attending the meeting; 182880499 shares objected, accounting for 6.8856% of the voting shares (including online voting) attending the meeting; 0 shares waived.
12. The proposal on electing Mr. Peng Lei as a director of the company was deliberated and adopted
Voting: 2611274336 shares were in favor, accounting for 983161% of the voting shares (including online voting) attending the meeting; 28223472 shares opposed, accounting for 1.0626% of the voting shares (including online voting) attending the meeting; 16500000 shares abstained, accounting for 0.6213% of the voting shares (including online voting) attending the meeting. Among them, the voting situation of the minority shareholders (excluding the directors, supervisors and senior executives and the persons acting in concert of the major shareholders) who held less than 5% of the shares of your company at the meeting: 164933827 shares were in favor, accounting for 786682% of the total voting shares held by the minority shareholders at the meeting; 28223472 opposed, accounting for 134617% of the total voting shares held by minority shareholders attending the meeting; 16500000 shares abstained, accounting for 7.8701% of the total voting shares held by minority shareholders attending the meeting.
The above-mentioned proposal 7 is a special resolution voting matter, which has been adopted by more than two-thirds of the effective voting rights held by the shareholders attending the general meeting of shareholders; Other proposals are ordinary resolutions, which have been approved by shareholders attending the general meeting of shareholders
