北京市天元律师事务所 关于德州联合石油科技股份有限公司 2025 年第一次临时股东会的法律意见 京天股字（2025）第 667 号 致：德州联合石油科技股份有限公司 德州联合石油科技股份有限公司（以下简称"公司"）2025 年第一次临时股 东会（以下简称"本次股东会"）采取现场投票与网络投票相结合的方式，现场会 议于 2025 年 11 月 3 日在山东省德州市天衢新区晶华南大道 1518 号公司五楼会 议室召开。北京市天元律师事务所（以下简称"本所"）接受公司聘任，指派本所 律师参加本次股东会现场会议，并根据《中华人民共和国公司法》《中华人民共 和国证券法》（以下简称"《证券法》"）《上市公司股东会规则》（以下简称"《股 东会规则》"）以及《德州联合石油科技股份有限公司章程》（以下简称"《公司 章程》"）等有关规定，就本次股东会的召集、召开程序、出席现场会议人员的 资格、召集人资格、会议表决程序及表决结果等事项出具本法律意见。 为出具本法律意见，本所律师审查了《德州联合石油科技股份有限公司第 三届董事会第十三次会议决议公告》《德州联合石油科技股份有限公司第三届监 事会第十一次会议决议公告》《德州联合石油科技 ...

Group 1: Company Overview and Market Strategy - The company focuses on developing overseas markets, aiming for a 50% share in both domestic and international markets [2] - Key overseas markets include North America, the Middle East, Russian-speaking regions, and North Africa [2] - Products are exported primarily through domestic oil and gas engineering service companies and direct sales to overseas clients [2] Group 2: Financial Performance and Growth Drivers - The company has experienced stable revenue and profit growth, attributed to the implementation of the national energy security plan, increasing domestic oil and gas equivalent from 160 million tons to approximately 200 million tons [3] - Growth is also driven by the rise in drilling workload and large-scale development of unconventional natural gas [3] - New market expansions and successful sales of new products, such as oil and gas enhancement services and high-pressure acid fracturing hoses, have contributed to revenue and profit increases [3] Group 3: Market Insights and Future Prospects - The Middle East is viewed as a key market, with the company gradually entering through partnerships and industry exhibitions, despite higher market entry barriers [4] - The company has already achieved bulk deliveries of some products in the Middle East and anticipates rapid growth due to product quality and service capabilities [4] - The company's products and services are also applicable in new energy sectors, including geothermal energy and coalbed methane [5]

Core Viewpoint - The shale gas sector experienced a short-term surge, with several companies seeing significant stock price increases, indicating a positive market sentiment towards this industry [1]. Group 1: Company Performance - Renji Co., Ltd. reached its daily limit up, indicating strong investor interest and confidence in its stock [1]. - Other companies that followed suit with stock price increases include Shenkai Co., Ltd., Deshi Co., Ltd., Petrochemical Machinery, Zhongyu Technology, and Litong Technology, reflecting a broader positive trend in the shale gas sector [1].

Core Insights - A total of 490 stocks in the Shanghai and Shenzhen markets have experienced net outflows of main funds for five consecutive days or more as of October 29 [1] - The stock with the longest continuous net outflow is Zhongju Gaoxin, with 31 days of outflows, followed by Hengshen New Materials with 21 days [1] - The largest total net outflow amount is from China Merchants Bank, with a cumulative outflow of 3.093 billion yuan over 12 days [1] Group 1: Stocks with Longest Net Outflows - Zhongju Gaoxin has seen net outflows for 31 days, with a total outflow of 559 million yuan and a cumulative decline of 6.91% [1] - Hengshen New Materials has recorded net outflows for 21 days, totaling 197 million yuan, with a decline of 9.80% [3] - China Merchants Bank has the highest net outflow amount of 3.093 billion yuan over 12 days, with a net outflow ratio of 6.98% and a cumulative increase of 1.65% [1] Group 2: Other Notable Stocks - Guotai Junan has experienced net outflows for 10 days, amounting to 1.877 billion yuan, with a net outflow ratio of 7.89% and a cumulative increase of 2.70% [1] - Shengbang Co. has seen net outflows for 12 days, totaling 1.826 billion yuan, with a net outflow ratio of 9.52% and a cumulative decline of 10.65% [1] - Huajian Group has recorded net outflows for 6 days, with a total outflow of 1.713 billion yuan and a significant decline of 40.29% [1] Group 3: Stocks with Significant Outflow Ratios - Jianan Intelligent has the highest net outflow ratio at 14.74%, with a decline of 2.98% over the past 5 days [1] - Other notable stocks with high outflow ratios include Huayi Development at 11.91% and Pianzaihuang at 11.84% [1] - The overall trend indicates a significant outflow of funds from various sectors, reflecting investor sentiment and market conditions [1]

Group 1 - The core viewpoint of the news is that 德州联合石油科技股份有限公司 (Dezhou United Petroleum Technology Co., Ltd.) has shown significant financial performance with a notable increase in revenue and net profit for the first nine months of 2025, alongside high financing and margin trading activity [1][2]. Group 2 - As of October 27, 2023, 德石股份 experienced a stock price decline of 1.84% with a trading volume of 729 million yuan [1]. - The financing buy-in amount on the same day was 80.83 million yuan, while the financing repayment was 94.86 million yuan, resulting in a net financing outflow of 14.03 million yuan [1]. - The total financing and margin trading balance reached 175 million yuan, accounting for 4.54% of the circulating market value, indicating a high level of financing activity compared to the past year [1]. - The company reported a total revenue of 442 million yuan for the period from January to September 2025, reflecting a year-on-year growth of 11.63% [2]. - The net profit attributable to the parent company for the same period was 95.72 million yuan, showing a significant year-on-year increase of 50.13% [2]. - Cumulatively, the company has distributed 133 million yuan in dividends since its A-share listing, with 115 million yuan distributed over the past three years [3].

Market Overview - The specialized equipment sector increased by 0.85% on October 24, with Hongtian Co. leading the gains [1] - The Shanghai Composite Index closed at 3950.31, up 0.71%, while the Shenzhen Component Index closed at 13289.18, up 2.02% [1] Top Gainers in Specialized Equipment Sector - Bintian Co. (603800) closed at 54.46, up 7.63% with a trading volume of 96,400 shares and a turnover of 518 million yuan [1] - Hetai Electric (001225) closed at 55.39, up 7.05% with a trading volume of 25,300 shares and a turnover of 138 million yuan [1] - New Meixing (300509) closed at 11.28, up 6.82% with a trading volume of 264,900 shares [1] - Weigang Technology (001256) closed at 23.56, up 6.65% with a trading volume of 60,000 shares and a turnover of 139 million yuan [1] - New Yichang (688383) closed at 67.10, up 6.52% with a trading volume of 17,300 shares and a turnover of 114 million yuan [1] Top Losers in Specialized Equipment Sector - Shandong Molong (002490) closed at 8.42, down 10.04% with a trading volume of 1,862,900 shares and a turnover of 1.65 billion yuan [2] - Petrochemical Machinery (000852) closed at 8.41, down 9.96% with a trading volume of 1,554,100 shares and a turnover of 1.34 billion yuan [2] - Lvtian Machinery (605259) closed at 23.50, down 8.56% with a trading volume of 84,300 shares [2] Capital Flow Analysis - The specialized equipment sector saw a net inflow of 109 million yuan from main funds, while retail investors experienced a net outflow of 1.08 billion yuan [2][3] - The main funds showed significant net inflows in companies like Yingweike (002837) with 143 million yuan and Gaolan Co. (300499) with 128 million yuan [3] - Conversely, retail investors withdrew substantial amounts from companies like Yingweike (002837) with a net outflow of 144 million yuan and Jincheng Technology (002611) with a net outflow of 62.8 million yuan [3]

Core Viewpoint - 德石股份 reported a significant increase in both revenue and net profit for the first three quarters of 2025, indicating strong financial performance and growth potential [1] Financial Performance - The company's operating revenue for the first three quarters reached 442 million yuan, representing a year-on-year growth of 11.63% [1] - The net profit attributable to shareholders was 95.72 million yuan, showing a year-on-year increase of 50.13% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 88.62 million yuan, reflecting a year-on-year growth of 43.78% [1] - Basic earnings per share stood at 0.6365 yuan [1]

Core Viewpoint - 德石股份 announced the convening of its third board meeting and the twelfth supervisory meeting on October 23, 2025, to review the profit distribution plan for the first three quarters of 2025 [1] Group 1 - The meetings will take place on October 23, 2025 [1] - The agenda includes the review of the profit distribution proposal for the first three quarters of 2025 [1]

Core Viewpoint - The company has approved a foreign exchange hedging business with a maximum scale of 100 million RMB or equivalent foreign currency over the next twelve months, which can be reused [1] Group 1: Business Overview - The foreign exchange hedging business will be limited to currencies that are the same as the main settlement currencies used in the company's operations [1] - The hedging activities include forward foreign exchange contracts, foreign exchange swaps, currency swaps, foreign exchange options, interest rate swaps, interest rate options, and related combination products [1] Group 2: Regulatory and Counterparty Information - The trading counterparties for the hedging activities will be commercial banks that have been approved by regulatory authorities and possess qualifications for foreign exchange hedging operations [1]

Core Viewpoint - The company plans to distribute cash dividends to shareholders based on its profit distribution proposal for the first three quarters of 2025, with a specific amount per share [1] Group 1: Dividend Distribution - The company intends to distribute a cash dividend of 1.40 yuan (including tax) for every 10 shares held by shareholders [1] - The total number of shares after deducting the shares in the repurchase special securities account is 148,143,110 [1] - The total cash dividend to be distributed amounts to 20,740,035.40 yuan (including tax) [1]