Beijing Jindu (Qingdao) law firm
About Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Legal opinion of the first extraordinary general meeting of shareholders in 2022
To: Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Beijing Jindu (Qingdao) law firm (hereinafter referred to as Jindu or the firm) accepts the entrustment of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as the company or Dongfang ocean), according to the facts that have occurred or exist before the date of issuance of this legal opinion and 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 (revised in 2022) (hereinafter referred to as the rules for the general meeting of shareholders) and other laws currently in force in the people’s Republic of China (hereinafter referred to as China, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region for the purpose of this legal opinion) According to laws, regulations, normative documents and relevant provisions of the articles of association of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as the articles of association), a lawyer was appointed to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company at No. 18 Aucma Co.Ltd(600336) street, Laishan District, Yantai City, Shandong Province on January 17, 2022, And issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. The current effective articles of association of the company;
2. The company disclosed it on the website of Shenzhen Stock Exchange on December 29, 2021（ http://www.szse.cn./ Announcement on the resolution of the seventh extraordinary meeting of the Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) seventh board of directors in 2021 (the same below);
3. The notice of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) on convening the company’s first extraordinary general meeting in 2022 disclosed on the website of Shenzhen Stock Exchange on December 29, 2021;
4. The announcement of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) on adding temporary proposal for the first extraordinary general meeting in 2022 and supplementary notice on convening the first extraordinary general meeting in 2022 disclosed on the website of Shenzhen Stock Exchange on January 8, 2022;
5. The announcement on public solicitation of voting rights by Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) shareholder Hunan Youhe Shenzhou equity investment partnership (limited partnership) disclosed on the website of Shenzhen Stock Exchange on January 15, 2022;
6. The register of shareholders on the equity registration date of the company’s general meeting of shareholders;
7. Registration records and voucher materials of shareholders attending the on-site meeting;
8. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd; 9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other parliamentary documentation.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of personnel attending the general meeting of shareholders, the qualifications of conveners and voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective laws and regulations in China, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued in this legal opinion are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without the consent of the exchange.
According to the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of the general meeting of shareholders
(I) convening of the general meeting of shareholders
On December 27, 2021, the seventh extraordinary meeting of the seventh board of directors of the company in 2021 deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022, and decided to convene the first extraordinary general meeting of shareholders in 2022 on January 17, 2022.
On December 29, 2021, the company disclosed the notice of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) on convening the company’s first extraordinary general meeting in 2022 on the website of Shenzhen Stock Exchange in the form of announcement; (hereinafter referred to as the notice of shareholders’ meeting)
On January 8, 2022, the company disclosed the announcement of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) on adding temporary proposal to the first extraordinary general meeting of shareholders in 2022 and supplementary notice on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of temporary proposal, together with the notice of general meeting of shareholders, the notice of this general meeting of shareholders) on the website of Shenzhen Stock Exchange in the form of announcement.
(II) soliciting shareholders’ voting rights
According to the announcement on public solicitation of voting rights by Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) shareholder Hunan Youhe Shenzhou equity investment partnership (limited partnership) (Announcement No.: 2022-013) disclosed on the website of Shenzhen Stock Exchange on January 15, 2022, On January 10, 2022, the company received a letter of public solicitation of voting rights from Hunan Youhe Shenzhou equity investment partnership (limited partnership) (hereinafter referred to as Hunan Youhe). Hunan Youhe, as a shareholder holding more than 10% of the company, Solicit voting rights from all shareholders on the proposal on the election of non independent directors of the seventh board of directors considered at the first extraordinary general meeting of shareholders in 2022.
According to Article 11 of the Interim Provisions on the administration of solicitation of shareholders’ rights of listed companies issued by the China Securities Regulatory Commission, “when starting public solicitation activities, the soliciter shall submit the solicitation announcement to be disclosed and relevant documents for future reference to the convener.
After receiving the above documents, the convener shall disclose the solicitation announcement within 2 trading days… “The company received a letter from Hunan Youhe requesting public solicitation of voting rights on January 10, 2022, but the company disclosed the solicitation announcement on January 15, 2022, which is not in line with the above provisions. There are defects in the convening and convening procedures of this general meeting of shareholders.
It is confirmed by the company that no shareholder entrusted the collector to vote during the above-mentioned solicitation of voting rights.
(III) convening of the general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 10:00 a.m. on Monday, January 17, 2022 in the conference room of the company at No. 18 Aucma Co.Ltd(600336) street, Laishan District, Yantai City, Shandong Province. Due to the epidemic of covid-19 pneumonia, Mr. Zhao Yushan, the director (acting as chairman of the board), was unable to attend the meeting on site. Elected by more than half of the directors of the company, Mr. Tang Jiyu, the director of the company, presided over the meeting.
3. 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 January 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 to 15:00 on January 17, 2022.
After verification by our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice of the shareholders’ meeting and the matters submitted to the meeting for consideration. The lawyers of the firm believe that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of participants and conveners of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 16 shareholders and shareholder agents attending the company’s general meeting, representing 297070113 voting shares, accounting for 39.2768% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 1121 shareholders participated in the online voting of the general meeting of shareholders, representing 143608890 voting shares, accounting for 18.9871% of the total voting shares of the company;
Among them, there are 1130 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 166848290 voting shares, accounting for 22.0597% of the total voting shares of the company.
To sum up, 1137 shareholders attended the general meeting, representing 440679003 voting shares, accounting for 58.2639% of the total voting shares of the company.
In addition to the above-mentioned personnel attending the general meeting of shareholders, the personnel attending the on-site meeting of the general meeting of shareholders also included some directors, supervisors and Secretary of the board of directors of the company, lawyers and some senior managers of the firm attended the on-site meeting of the general meeting of shareholders as nonvoting delegates.
The qualification of shareholders participating in the online voting of the general meeting of shareholders is verified by the organization provided by the online voting system. Our lawyers are unable to verify the qualification of such shareholders. On the premise that the qualification of such shareholders participating in the online voting of the general meeting of shareholders is in line with the provisions of laws, administrative regulations, normative documents and the articles of association, our lawyers believe that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of the general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of this shareholders’ meeting. Except for the contents listed in the notice of temporary proposals, there is no situation of modifying the original proposal or adding new proposals.
2. The shareholders’ meeting adopts the combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the general meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting exercised their voting rights through the voting platform of the trading system of Shenzhen Stock Exchange or the Internet voting platform of Shenzhen Stock Exchange within the specified online voting time. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The proposal on the election of non independent directors of the 7th board of directors of the company adopts the cumulative voting system. The specific voting conditions and results are as follows:
1.01 the voting results of “electing Mr. Liu Lihua as a non independent director of the 7th board of directors of the company” are as follows: 258298938 shares were agreed, accounting for 58.6139% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 84468225 shares, accounting for 50.6258% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.
1.02 the voting results of “electing Ms. Yan Xizi as a non independent director of the 7th board of directors of the company” are as follows: 256762548 shares were agreed, accounting for 58.2652% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 82931835 shares, accounting for 49.7049% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.
1.03 the voting results of “electing Mr. Liu Jianping as a non independent director of the seventh board of directors of the company” are as follows: 10905632 shares were agreed, accounting for 2.4747% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors agreed to 10905632 shares, accounting for 6.5363% of the total voting shares of small and medium-sized investors and their agent representatives attending the meeting.
1.04 election of Mr. Chai Junlin as
