北京浩天(西安)律师事务所 IYLANDS LAW FIRM XI'AN OFFICE 关于通源石油科技集团股份有限公司 2025 年第一次临时股东大会 法律意见书 致:通源石油科技集团股份有限公司 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中 华人民共和国证券法》(以下简称"《证券法》")和《上市公司股东会 规则》(以下简称"《股东会规则》")等法律、法规、规范性文件以及 《通源石油科技集团股份有限公司章程》(以下简称"《公司章程》") 的要求,北京浩天(西安)律师事务所(以下简称"本所")接受通源 石油科技集团股份有限公司 (以下简称"公司")委托,指派王梦颖 律师、潘洁律师出席公司 2025年第一次临时股东大会(下称"本次股 东大会"),并就本次临时股东大会的有关事宜出具本法律意见书。 北京浩天(西安)律师事务所 本法律意见书仅供见证公司本次股东大会相关事项的合法性之 北京浩天(西安)律师事务所 HYLANDS LAW FIRM XI'AN OFFICE 目的使用,不得用作任何其他目的。 本所及经办律师依据《证券法》、《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业 ...

Market Overview - On September 1, the oil service engineering sector rose by 1.04%, with Renji Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Renji Co., Ltd. (002629) closed at 7.54, with a gain of 10.07% and a trading volume of 324,900 shares, amounting to a transaction value of 239 million [1] - Other notable performers included: - Zhun Oil Co., Ltd. (002207) at 7.71, up 4.76% [1] - Beiken Energy (002828) at 10.50, up 2.94% [1] - Tongyuan Petroleum (300164) at 5.31, up 2.31% [1] - CNOOC Development (600968) at 4.07, up 2.01% [1] Capital Flow - The oil service engineering sector experienced a net outflow of 37.07 million from institutional investors, while retail investors saw a net inflow of 1.85 million [2] - The capital flow for key stocks included: - Renji Co., Ltd. had a net inflow of 60.61 million from institutional investors, but a net outflow of 30.87 million from retail investors [3] - Zhun Oil Co., Ltd. had a net inflow of 21.75 million from institutional investors, with a net outflow of 10.83 million from retail investors [3] - CNOOC Development had a net inflow of 13.31 million from institutional investors, but a net outflow of 21.32 million from retail investors [3]

Core Viewpoint - Tongyuan Petroleum (300164) experienced a slight decline in stock price, closing at 5.19 yuan on August 29, 2025, with a trading volume of 41.19 million shares and a total transaction value of 215 million yuan [1][2]. Group 1: Stock Performance and Trading Data - On August 29, 2025, the stock price decreased by 0.57%, with a turnover rate of 7.06% [1]. - The net inflow of main funds was 9.90 million yuan, accounting for 4.62% of the total transaction value, while retail investors had a net inflow of 1.86 thousand yuan, representing 0.01% of the total [1][2]. - Over the past five days, the stock has seen fluctuations in fund flows, with notable net outflows from main funds on August 27 and August 28 [2]. Group 2: Financial Performance and Industry Comparison - For the first half of 2025, Tongyuan Petroleum reported a main revenue of 551 million yuan, a year-on-year increase of 0.03%, and a net profit attributable to shareholders of 38.63 million yuan, up 11.31% year-on-year [3]. - The company's second-quarter revenue was 293 million yuan, down 9.26% year-on-year, while the net profit for the quarter was 37.85 million yuan, an increase of 23.21% year-on-year [3]. - Key financial metrics show that Tongyuan Petroleum has a total market value of 3.05 billion yuan, a net asset of 1.46 billion yuan, and a net profit margin of 7.32%, which is higher than the industry average [3].

Market Overview - On August 29, the oil service engineering sector declined by 1.11%, with Haiyou Development leading the drop [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Individual Stock Performance - Among the oil service engineering stocks, Zhongman Petroleum (603619) rose by 1.98% to a closing price of 19.57, with a trading volume of 174,400 shares and a transaction value of 340 million yuan [1] - Haiyou Development (600968) fell by 2.44% to a closing price of 66, with a trading volume of 927,500 shares and a transaction value of 374 million yuan [2] - Other notable performers include Renji Co. (002629) with a 1.48% increase and a closing price of 6.85, and Qianeng Hengxin (300191) with a 1.28% increase and a closing price of 20.56 [1][2] Capital Flow Analysis - The oil service engineering sector experienced a net outflow of 165 million yuan from institutional investors, while retail investors saw a net inflow of 80.99 million yuan [2] - The capital flow for individual stocks indicates that Zhongman Petroleum had a net inflow of 56.2 million yuan from institutional investors, while Haiyou Development had a net outflow of 9.35 million yuan [3]

证券之星消息，8月27日油服工程板块较上一交易日下跌2.81%，通源石油领跌。当日上证指数报收于 3800.35，下跌1.76%。深证成指报收于12295.07，下跌1.43%。油服工程板块个股涨跌见下表： | 代码 | 名称 | 主力净流入(元) | 主力净占比 游资净流入 (元) | | 游资净占比 散户净流入(元) | | 散户净占比 | | --- | --- | --- | --- | --- | --- | --- | --- | | 600968 海油发展 | | 6619.56万 | 18.30% | -2917.25万 | -8.07% | -3702.31万 | -10.24% | | 600583 海油工程 | | 2459.03万 | 5.56% | 401.24万 | 0.91% | -2860.26万 | -6.47% | | 300191 | 潜能恒信 | 97.06万 | 0.46% | -420.81万 | -2.01% | 323.74万 | 1.55% | | 603727 | 博迈科 | -223.72万 | -3.48% | -18.48万 | -0.29% | 24 ...

Core Viewpoint - Tongyuan Petroleum (300164) experienced a significant decline in stock price, closing at 5.23 yuan on August 27, 2025, down 5.42% from the previous day [1] Financial Performance - The company reported a main revenue of 5.51 billion yuan for the first half of 2025, a slight increase of 0.03% year-on-year [3] - The net profit attributable to shareholders was 38.63 million yuan, reflecting an increase of 11.31% year-on-year [3] - The net profit after deducting non-recurring items was 13.57 million yuan, showing a significant decrease of 54.91% year-on-year [3] - In Q2 2025, the company recorded a single-quarter main revenue of 2.93 billion yuan, down 9.26% year-on-year [3] - The single-quarter net profit attributable to shareholders was 37.85 million yuan, up 23.21% year-on-year [3] - The company’s debt ratio stood at 26.92% [3] Market Activity - On August 27, 2025, the net outflow of main funds was 50.54 million yuan, accounting for 11.71% of the total transaction amount [1] - Retail investors saw a net inflow of 50.43 million yuan, representing 11.68% of the total transaction amount [1] - Over the past five days, the stock has experienced fluctuations in fund flows, with notable net inflows and outflows from different investor categories [2] Industry Comparison - Tongyuan Petroleum's total market value is 3.078 billion yuan, compared to the industry average of 15.482 billion yuan, ranking 18th in the industry [3] - The company’s price-to-earnings ratio (P/E) is 39.83, slightly higher than the industry average of 37.02, ranking 9th [3] - The gross profit margin of Tongyuan Petroleum is 24.8%, which is above the industry average of 20.33%, ranking 8th [3]

Market Performance - The oil service engineering sector increased by 0.86% on August 25, with Zhongman Petroleum leading the gains [1] - The Shanghai Composite Index closed at 3883.56, up 1.51%, while the Shenzhen Component Index closed at 12441.07, up 2.26% [1] Stock Performance - Zhongman Petroleum (60361a) closed at 20.79, up 2.26% with a trading volume of 181,200 shares and a transaction value of 372 million [1] - Tongyuan Petroleum (300164) closed at 5.47, up 2.24% with a trading volume of 998,000 shares and a transaction value of 544 million [1] - Other notable stocks include Yingsi Thought (601808) at 14.62 (+1.39%), Huibo Yin (002554) at 3.01 (+1.01%), and PetroChina Engineering (600339) at 3.63 (+0.83%) [1] Capital Flow - The oil service engineering sector experienced a net outflow of 139 million from institutional investors, while retail investors saw a net inflow of 152 million [2][3] - The detailed capital flow indicates that major stocks like Haiyou Development (600968) had a net inflow of 54.61 million from institutional investors, while Zhongman Petroleum (60361a) had a net inflow of 9.93 million [3]

Core Insights - Tongyuan Petroleum (300164.SZ) reported a total operating revenue of 551 million yuan for the first half of 2025, marking a year-on-year increase of 0.03% and achieving three consecutive years of growth [1] - The net profit attributable to shareholders reached 38.63 million yuan, an increase of 3.92 million yuan compared to the same period last year, reflecting an 11.31% year-on-year growth [1] - The company experienced a net cash outflow from operating activities of 562,000 yuan [1] Financial Metrics - The latest debt-to-asset ratio stands at 26.92% [3] - The gross profit margin improved to 24.80%, up 2.28 percentage points from the previous quarter [3] - Return on equity (ROE) is reported at 2.69%, an increase of 0.15 percentage points year-on-year [3] - The diluted earnings per share (EPS) is 0.07 yuan, reflecting an increase of 0.01 yuan and an 11.93% year-on-year growth [3] - Total asset turnover is recorded at 0.28 times [3] - Inventory turnover ratio improved to 3.95 times, an increase of 0.59 times year-on-year, achieving three consecutive years of growth with a 17.66% year-on-year increase [3] Shareholder Information - The number of shareholders is reported at 74,300, with the top ten shareholders holding a total of 87.21 million shares, accounting for 14.82% of the total share capital [3] - The top ten shareholders and their respective holdings are as follows: - Zhang Guoan: 10.4 million shares - Huang Jianqing: 1.02 million shares - Ren Yanzhong: 0.61 million shares - Zhang Zhijian: 0.54 million shares - Zhang Xiaolong: 0.52 million shares - Morgan Stanley & Co. International PLC: 0.38 million shares - Ma Tao: 0.36 million shares - Zhang Jiming: 0.35 million shares - Yao Qingtian: 0.34 million shares - Hua Yuyu: 0.30 million shares [3]

Financial Performance - The company reported total revenue of 551 million yuan for the first half of 2025, a slight increase of 0.03% year-on-year [1] - The net profit attributable to shareholders reached 38.63 million yuan, reflecting an increase of 11.31% compared to the previous year [1] - In Q2 2025, total revenue was 293 million yuan, showing a decline of 9.26% year-on-year, while net profit for the same quarter was 37.85 million yuan, up 23.21% year-on-year [1] - The gross margin decreased to 24.8%, down 19.42% year-on-year, while the net margin improved to 7.32%, an increase of 11.62% [1] - The company’s total expenses (selling, administrative, and financial) amounted to 112 million yuan, accounting for 20.35% of revenue, a decrease of 5.71% year-on-year [1] Balance Sheet and Cash Flow - Accounts receivable increased by 21.4% year-on-year, reaching 510 million yuan, which is 915.61% of the net profit [1][4] - Cash and cash equivalents decreased by 20.22% year-on-year to 254 million yuan [1] - The net cash flow from operating activities showed a significant decline of 101.33% [3] - The company’s net increase in cash and cash equivalents dropped by 1318.95% due to decreased cash flow from operating and financing activities [3] Investment and Returns - The company’s return on invested capital (ROIC) was 3.57%, indicating weak capital returns [4] - The historical median ROIC over the past decade was 2.32%, with a notably poor performance in 2020, where ROIC was -56.45% [4] - The business model relies heavily on marketing-driven performance, necessitating further investigation into the underlying factors [4]

Group 1 - The company's total revenue for the first half of 2025 is 551 million yuan, with a net profit attributable to shareholders of 38.63 million yuan [1] - The net cash inflow from operating activities is -562,000 yuan, a decrease of 42.79 million yuan compared to the same period last year, representing a year-on-year decline of 101.33% [1] - The company's latest asset-liability ratio is 26.92%, which is an increase of 0.27 percentage points from the previous quarter and an increase of 0.05 percentage points from the same period last year [3] Group 2 - The company's latest gross profit margin is 24.80%, a decrease of 5.98 percentage points compared to the same period last year [3] - The latest return on equity (ROE) is 2.69% [3] - The diluted earnings per share (EPS) is 0.07 yuan [3] Group 3 - The company's total asset turnover ratio is 0.28 times, a decrease of 0.02 times compared to the same period last year, representing a year-on-year decline of 6.14% [3] - The latest inventory turnover ratio is 3.95 times [3] - The number of shareholders is 74,300, with the top ten shareholders holding a total of 87.21 million shares, accounting for 14.82% of the total share capital [3] Group 4 - The top ten shareholders and their respective holdings are as follows: Zhang Guoan (10.4 million shares), Huang Jianqing (1.02 million shares), Ren Yanzhong (0.61 million shares), Zhang Zhijian (0.54 million shares), Zhang Xiaolong (0.52 million shares), Morgan Stanley & Co. International PLC (0.38 million shares), Ma Tao (0.36 million shares), Zhang Jiming (0.35 million shares), Yao Qingtian (0.34 million shares), and Hua Yuyu (0.30 million shares) [3]