22-31 / F, South Tower, building 3, Zhengda center, No. 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 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Of the first extraordinary general meeting of shareholders in 2022
Legal opinion
To: Xinjiang Zhundong Petroleum Technology Co.Ltd(002207)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”), as the perennial legal adviser of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) (hereinafter referred to as “the company”), is entrusted by the company to appoint lawyers to attend the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the extraordinary general meeting of shareholders”). 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 and regulations In accordance with the provisions of normative documents and the Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) articles of Association (hereinafter referred to as the “articles of association”), the extraordinary general meeting of shareholders was witnessed and legal opinions were issued.
In order to issue this legal opinion, our lawyers reviewed the relevant documents and materials of the company’s extraordinary general meeting. The lawyer of the firm has obtained the following guarantee from the company, that is, he has provided the materials that the lawyer of the firm 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 completeness, 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 extraordinary general meeting of shareholders, the qualifications of the personnel and conveners attending this extraordinary 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 used for the purpose of legality of relevant matters of this extraordinary general meeting of shareholders of the company, and shall not be used for any other purpose.
In accordance with the recognized business standards, ethics and the spirit of diligence in 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、 Convener qualification and convening procedures of this extraordinary general meeting of shareholders
The extraordinary general meeting of shareholders is convened by the board of directors of the company.
1. On December 29, 2021, the 36th (Interim) meeting of the sixth board of directors of the company deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2. According to the resolution of the 36th (Interim) meeting of the sixth board of directors of the company, on December 30, 2021, the company published the notice of Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the “meeting notice”) in the form of announcement on the information disclosure media designated by the CSRC; 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 extraordinary 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 extraordinary 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 extraordinary general meeting of shareholders
1. According to the attendance book and identity certificate of the on-site meeting of the extraordinary general meeting, there are 6 shareholders and shareholder agents attending the on-site meeting of the extraordinary general meeting. Witnessed by our lawyers, the identity certificates and other relevant documents provided by the shareholders meet the formal requirements, and the power of attorney is valid.
2. The shareholders and their agents attending the on-site meeting of the extraordinary 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 extraordinary general meeting of shareholders are the shareholders of the company registered on the equity registration date.
3. The on-site meeting of the extraordinary general meeting was held in Fudong, Xinjiang at 10:00 on Monday, January 17, 2022. The proposals and materials related to the extraordinary 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 extraordinary general meeting of shareholders is January 17, 2022. Among them, the specific time for 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.
5. According to the data provided by Shenzhen Securities Information Co., Ltd., a total of 4 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 extraordinary 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.
3、 Personnel attending the extraordinary general meeting of shareholders
1. Shareholders and their agents
The equity registration date of this extraordinary general meeting is January 11, 2022. Upon inspection, there were 6 shareholders and shareholder agents attending the on-site meeting of the company’s extraordinary general meeting, including 80190083 representative shares, accounting for 30.6004% 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 Co., Ltd. and holding the company’s shares after the closing of Shenzhen Stock Exchange on the equity registration date on January 11, 2022.
According to the data provided by Shenzhen Securities Information Co., Ltd., there are 4 shareholders who directly vote through the online voting system within the effective time, representing 3405374 shares, accounting for 1.2995% of the total shares of the company.
A total of 6 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 extraordinary general meeting on site and online, representing 3442174 voting shares of the company, accounting for 1.3135% of the total shares of the company. Among them, there are 2 minority shareholders attending the on-site meeting, representing 36800 voting shares of the company, accounting for 0.0140% of the total shares of the company; Four minority shareholders participated in online voting, representing 3405374 voting shares of the company, accounting for 1.2995% of the total shares of the company on the date of equity registration.
2. Directors, supervisors, senior managers and other personnel of the company
Mr. Luo Yinyu, the current director of the company, Mr. Jian Wei, Mr. LV Zhanmin, the director, Ms. Tang Yang, the independent director, Mr. Zuo Jun, the supervisor, Ms. Zhao Shuzhi, and Mr. Yang Hongli, the deputy general manager of the company attended the meeting. For other work and epidemic control reasons, Mr. Li Yan, the director of the company, Mr. Zheng Yitao, the independent director, Mr. Shi Guomin, the independent director, Mr. Li Xiaolong, the supervisor, Mr. ran Geng, the supervisor, Mr. Yuan Meizhong, and Ms. Liu Yan, the financial person in charge of the company attended the meeting by video communication. Ms. Zhu gujia, the director, and Mr. aikebaier maimaimaiti, the supervisor, did not attend the meeting for personal reasons.
Candidates for directors and supervisors of the company and lawyers of the firm attended the meeting as nonvoting delegates by means of on-site and video communication.
Accordingly, our lawyers believe that the personnel attending the extraordinary 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、 Voting procedures and results of this extraordinary general meeting of shareholders
It was witnessed that the on-site meeting of the company’s extraordinary general meeting voted by open ballot on the matters listed in the announcement. The on-site meeting elected the shareholder representatives Ms. Liu Jun and Ms. Wang Ye as the vote teller, the supervisor Ms. Zhao Shuzhi and the witness lawyer of the company as the vote scrutineer, and the vote teller and the vote scrutineer counted and counted the votes according to the procedures specified in the articles of association Scrutinizing and counting. 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 statistics of the total number of voting rights and voting results participating in the online voting of the extraordinary general meeting of shareholders.
It is verified that after the voting of this extraordinary general meeting of shareholders, the voting results of on-site voting and online voting of the company are as follows:
1. Proposal on election of non independent directors of the 7th board of directors of the company
The shareholders attending the shareholders’ meeting adopted the cumulative voting system to vote on the proposal item by item:
1.1 elect Mr. Luo Yinyu as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Luo Yinyu was elected as a non independent director of the seventh board of directors. 1.2 elect Mr. Yu Anqi as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Yu Anqi was elected as a non independent director of the seventh board of directors of the company.
1.3 elect Mr. Li Yan as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Li Yan was elected as a non independent director of the seventh board of directors of the company.
1.4 elect Mr. Fan Hua as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Fan Hua was elected as a non independent director of the seventh board of directors of the company.
1.5 elect Mr. Jian Wei as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Jian Wei was elected as a non independent director of the seventh board of directors of the company.
1.6 elect Mr. LV Zhanmin as a non independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. LV Zhanmin is a non independent director of the seventh board of directors of the company.
2. Proposal on election of independent directors of the 7th board of directors of the company
The shareholders attending the shareholders’ meeting adopted the cumulative voting system to vote on the proposal item by item:
2.1 elect Ms. Tang Yang as an independent director of the seventh board of directors of the company
According to the voting results of the cumulative voting system, Ms. Tang Yang was elected as an independent director of the seventh board of directors of the company.
2.2 elect Mr. Li Xiaolong as an independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Li Xiaolong was elected as an independent director of the seventh board of directors of the company.
2.3 elect Mr. Liu Hongxian as an independent director of the seventh board of directors of the company
According to the voting results generated by the cumulative voting system, Mr. Liu Hongxian was elected as an independent director of the seventh board of directors of the company.
3. Proposal on election of non employee representative supervisors of the 7th board of supervisors of the company
The shareholders attending the shareholders’ meeting adopted the cumulative voting system to vote on the proposal item by item:
3.1 elect Ms. Wang Juan as the non employee representative supervisor of the seventh board of supervisors of the company
According to the voting results of the cumulative voting system, Ms. Wang Juan was elected as the non employee representative supervisor of the seventh board of supervisors of the company.
3.2 elect Mr. ran Geng as the non employee representative supervisor of the seventh board of supervisors of the company
According to the voting results of the cumulative voting system, Mr. ran Geng was elected as the non employee representative supervisor of the seventh board of supervisors of the company.
3.3 elect Mr. Wang Nan as the non employee representative supervisor of the seventh board of supervisors of the company
According to the voting results of the cumulative voting system, Mr. Wang Nan was elected as the non employee representative supervisor of the seventh board of supervisors of the company.
Our lawyers believe that the voting procedures of the extraordinary 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, and the voting results are legal and valid. 5、 Concluding observations
In conclusion, our lawyers believe that the convening and convening procedures of the company’s extraordinary general meeting, the qualifications of the participants and conveners, and the voting procedures of the meeting comply with the relevant provisions of the company law, the rules of the general meeting and other laws, regulations, normative documents and the articles of Association, and the voting results are legal and effective.
This legal opinion shall come into force after being signed by the witness lawyer and the person in charge of this office and sealed by this office.
(no text below)
Legal opinion
(this page is the signature page of the legal opinion of Beijing Zhonglun law firm on the first extraordinary general meeting of shareholders in Xinjiang Zhundong Petroleum Technology Co.Ltd(002207) 2022)
Beijing Zhonglun law firm (seal)
Principal: Handling lawyer:
Zhang Xuebing, Feng zewei
