ZTE Tianheng Energy Technology (Beijing) Co., Ltd. 2021 Fourth Extraordinary General Meeting of Shareholders Announcement

Stock code: 600856 Stock abbreviation: st Zhongtian Announcement number: 2021-155

ZTE Tianheng Energy Technology (Beijing) Co., Ltd

Announcement of resolutions of the Fourth Extraordinary General Meeting of Shareholders in 2021

The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.

Important Content Tips:

● Whether there is a veto at this meeting: None

1. Convening and attendance of meetings

(1) The time of the general meeting of shareholders: November 4, 2021

(2) Place of the shareholders' meeting: 04th Floor, Block A, International Financial Center, No. 66 Jintai Avenue, Jintai District, Baoji City

(3) Ordinary shareholders present at the meeting and preferred shareholders who have restored voting rights and their shares held:

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(4) Whether the voting method complies with the provisions of the Company Law and the Articles of Association of the Company, and the presiding status of the general meeting.

The meeting was convened by the board of directors of the company, held by a combination of on-site voting and online voting, the chairman of the board of directors Mr. Lei Pengguo could not preside over the shareholders' meeting due to work reasons, in accordance with the provisions of the Articles of Association and the rules of procedure of the shareholders' meeting, the shareholders' meeting was presided over by Mr. Haitao, the shareholders' proxy who held the most voting shares present at the meeting. The meeting complies with the relevant provisions of laws, regulations, rules and the Articles of Association.

(5) The attendance of the company's directors, supervisors and the secretary of the board of directors

1. There are 7 directors in office of the company, 3 people attended by on-site combined communication, Mr. Lei Pengguo, Mr. Huang Jie, Ms. Kang Wei, Mr. Lu Shenlin/Sheng Linlu did not attend the meeting due to work reasons;

2. There are 3 supervisors in the company, 1 person attended by on-site and communication, and Mr. Hu Wenbo and Mr. Shen Yujian did not attend the meeting due to work reasons;

3. The secretary of the board of directors was attended by Mr. Haitao.

2. Deliberation of bills

(1) Non-cumulative voting motions

1. Name of the proposal: Proposal on the proposal to submit the by-election of Liu Daogui as a non-independent director of the tenth board of directors of the company

Outcome of the deliberations: Adopted

Voting Status:

2. Name of the proposal: Proposal on the proposal to submit the by-election of Kong Xinming as a non-independent director of the tenth board of directors of the company

(2) The voting of shareholders involving major matters and less than 5%.

(3) Explanation of the relevant circumstances regarding the voting of motions

Proposals 1 and 2 of this shareholders' meeting are proposals that require small and medium-sized investors to count votes separately, and all of them have been passed.

III. Lawyers witnessing the situation

1. The law firm witnessed at the shareholders' meeting: Dentons

Lawyers: Qu Xiangang, Liu Tianjiao

2. Lawyers witness concluding observations:

The Firm believes that the convocation and convocation procedures of this shareholders' meeting comply with the provisions of laws, regulations, the Rules of the General Meeting of Shareholders and the Articles of Association and Rules of Procedure of the Company; the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid; and the voting procedures and voting results of the meeting are legal and valid.

4. Directory of documents for reference

1. Resolutions of the shareholders' general meeting signed and confirmed by the directors and recorders attending the meeting and stamped with the seal of the board of directors;

2. A legal opinion signed by the director of the witnessed law firm and affixed with the official seal;

3. Other documents required by this article.

November 5, 2021

About Dacheng Law Offices

Fourth Extraordinary General Meeting of Shareholders in 2021

Legal Opinion

To: ZTE Tianheng Energy Technology (Beijing) Co., Ltd

In accordance with the requirements of the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Rules of the General Meeting of Shareholders of Listed Companies (hereinafter referred to as the "Rules of the General Meeting of Shareholders") and other relevant normative documents of the China Securities Regulatory Commission, Beijing Dacheng Law Firm (hereinafter referred to as the "Firm") accepts the entrustment of ZTE Tianheng Energy Technology (Beijing) Co., Ltd. (hereinafter referred to as the "Company") Appoint lawyers to attend the Company's Fourth Extraordinary General Meeting of Shareholders in 2021 (hereinafter referred to as the "General Meeting"). In view of the impact of the recent outbreak of novel coronavirus pneumonia, the lawyers appointed by our firm verified the convocation and convocation procedures of the shareholders' meeting, the qualifications of the persons attending the meeting, the qualifications of the convener and the voting procedures of the meeting by video, and issued this legal opinion.

Our lawyers only express legal opinions on the convocation procedures, convocation procedures, qualifications of persons attending the meeting, qualifications of conveners, voting procedures, voting results and resolutions of the shareholders' meeting, and do not express opinions on the proposals considered at the shareholders' meeting, the figures and contents involved in the proposals. Our lawyers agree to publish this legal opinion together with other information disclosure materials of this shareholders' meeting.

In accordance with the requirements of Article 5 of the Rules of the General Meeting of Shareholders, in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the legal profession, the lawyers of our firm conducted the necessary verification and verification of the relevant matters and relevant documents involved in the shareholders' meeting, and issued the following legal opinions:

1. Procedures for convocation and convocation

The General Meeting of Shareholders is proposed and convened by the Board of Directors.

The notice and proposal for the convening of the shareholders' meeting were announced on the official website of the Shanghai Stock Exchange and the Juchao Information Network on October 19, 2021.

On October 25, 2021, Chengsen Group Co., Ltd., which alone holds 11.17% of the voting rights of the shares, submitted a provisional proposal and submitted it in writing to the convener of the general meeting of shareholders. The above provisional proposals and supplementary notice of the meeting were announced on the official website of the Shanghai Stock Exchange and the Juchao Information Network on October 26, 2021.

On October 30, 2021, the Board of Directors decided to withdraw the proposal announced on October 19, 2021. The above cancellation proposal and the supplementary notice of the meeting were announced on the official website of the Shanghai Stock Exchange and the Juchao Information Network on October 30, 2021.

At 14:00 on November 4, 2021, the shareholders' meeting was held at 04th Floor, Block A, International Financial Center, No. 66 Jintai Avenue, Jintai District, Baoji City. Mr. Lei Pengguo, chairman of the board, is unable to preside over the shareholders' meeting due to work reasons, and in accordance with the provisions of the Articles of Association and the Rules of Procedure of the Shareholders' Meeting, the shareholders' representative who holds the most voting shares present at the meeting is Presided over by Mr. Haitao.

The time for online voting at the shareholders' meeting is the day of the meeting: the time period for online voting through the Trading System of the Shanghai Stock Exchange is 9:15 to 9:25, 9:30 to 11:30, 13:00 to 15:00, and the time period for voting through the Internet voting platform is 9:15 to 15:00.

The Firm believes that the shareholders' meeting is convened by the Board of Directors, and the qualifications of the convener of the meeting, the convocation of the meeting, the qualifications and procedures of the proposer of the supplementary proposals are in accordance with the relevant laws, administrative regulations and the Articles of Association and rules of procedure.

2. Qualifications of persons attending the meeting

According to the Company Law, the Securities Law, the Articles of Association, the Rules of Procedure and the notice of the shareholders' meeting, the participants of the shareholders' meeting are:

(1) After the close of business on October 27, 2021, a shareholder of the Company registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. has the right to attend the General Meeting of Shareholders and may appoint a proxy in writing to attend and participate in the voting, and the agent does not have to be a shareholder of the Company;

(2) Directors, supervisors and senior management personnel of the company;

(3) Lawyers of the Firm;

(4) Other personnel.

After the company's board of directors office and the firm's lawyers checked the attendance vouchers, 4 shareholders with voting rights and shareholders' proxies attended the shareholders' meeting on the spot, representing a total of 153,953,351 shares. Our lawyers check the shareholders' attendance vouchers by video.

After verification by our lawyers, the shareholders represented by the shareholders' agents present at the meeting are registered, and the Power of Attorney held by the shareholders' agents is legal and valid.

Some shareholders completed the vote through the network. The qualifications of shareholders participating in the online voting have been certified by the trading system of the Shanghai Stock Exchange.

The Firm believes that the qualifications of the personnel attending the shareholders' meeting are legal and valid; the qualifications of the shareholders and shareholders' agents attending the meeting comply with the relevant laws, administrative regulations and the Provisions of the Articles of Association and the Rules of Procedure, and have the right to deliberate and vote on the proposals of the shareholders' meeting.

3. Voting procedures and results

According to the notice of the shareholders' meeting, there are 2 proposals submitted to the shareholders' meeting for consideration:

(1) "Proposal on Requesting liu Daogui to be a non-independent director of the tenth board of directors of the company";

(2) Proposal on Requesting the By-election of Kong Xinming as a Non-independent Director of the Tenth Board of Directors of the Company.

For details of the above proposals, please refer to the "Meeting Materials of the Fourth Extraordinary General Meeting of Shareholders in 2021 (Additional Proposal Version)" and other announcements disclosed on the website of the Shanghai Stock Exchange and the Juchao Information Network.

After verification, the shareholders' meeting adopted the registered name of the shareholders attending the meeting and the online voting method to vote on the above proposals. The meeting counts and supervises the on-site voting in accordance with the procedures stipulated in laws, regulations and the Rules of Procedure of the Articles of Association of the Company, and counts the online voting according to the online voting data provided by the trading system of the Shanghai Stock Exchange and the Internet.

There were 2 proposals included in the agenda of the meeting, and there were no special resolutions, all of which were bills for small and medium-sized investors to count votes separately. The results of the voting are as follows:

The Firm believes that the voting procedure of this shareholders' meeting complies with the provisions of laws and administrative regulations, and the voting results are legal and valid.

Concluding observations

In summary, the Firm believes that the convocation and convocation procedures of the shareholders' meeting comply with the provisions of laws, regulations, the Rules of the General Meeting of Shareholders and the Rules of Procedure of the Articles of Association of the Company; the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid; and the voting procedures and voting results of the meeting are legal and valid.

Beijing Dentons Lawyers:

(Stamped) Qu Xiangang

Person in charge: Peng Xuefeng

Authorized Signatory: Handling Lawyer:

Wang Jun Liu Tianjiao

November 4, 2??

【Source: Shanghai Securities News】

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