Securities code: Oriental Energy Co.Ltd(002221) securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2022015 Oriental Energy Co.Ltd(002221)
Announcement on the resolutions of the 36th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Oriental Energy Co.Ltd(002221) (hereinafter referred to as “the company” or ” Oriental Energy Co.Ltd(002221) “) the notice of the 36th meeting of the 5th board of directors was notified to all directors in writing, fax or e-mail on April 8, 2022. The board meeting was held in the company’s conference room on April 20, 2022. There are 7 directors who should attend the meeting and 7 actually attend the meeting. The meeting was presided over by Chairman Zhou Yifeng and reached a quorum. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting complied with relevant laws and regulations. After deliberation and voting, the following proposals were adopted:
1、 Proposal on the work report of the general manager in 2021
After deliberation, the board of Directors voted and adopted the 2021 general manager’s work report.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
2、 Proposal on the work report of the board of directors in 2021
After deliberation, the board of Directors voted and approved the work report of the board of directors in 2021. For the contents of the report, see http://www.cninfo.com.cn on April 21, 2022 info. com. cn.。
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
3、 Proposal on 2021 annual financial statement report
After deliberation, the board of Directors voted and approved the annual financial statement report of 2021. For the contents of the report, please refer to www.cn.cn on April 21, 2022 info. com. cn.。
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
4、 Proposal on 2021 annual report and its summary
After deliberation, the board of Directors voted and approved the 2021 annual report and its summary. For the contents of the report, see the securities times and cninfo.com on April 21, 2022 info. com. cn.。
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 6 votes; Negative vote: 0; Abstention: 0 votes. The motion was passed.
5、 Proposal on 2021 annual profit distribution plan
After deliberation, the board of Directors voted and approved the annual profit distribution plan for 2021: the parent company realized a net profit of 32676679469 yuan in 2021, confirmed by the audit report No. [2022] 616 issued by Suya Jincheng Certified Public Accountants (special general partnership). In 2021, the undistributed profit of the parent company at the beginning of the year was 40190856075 yuan, plus the net profit transferred into the parent company of 32676679469 yuan, after deducting 3267667947 yuan of the withdrawn legal surplus reserve and 36408551418 yuan of cash dividends in 2020, the profit available for distribution of the parent company by December 31, 2021 was 33191316179 yuan.
The company’s annual profit distribution plan for 2021 is: it plans to distribute cash of RMB 2.17 (including tax) for every 10 shares to all shareholders based on 1576127767 shares, with a total of RMB 34201972544. The remaining undistributed profits of the parent company are transferred to the undistributed profits of the next year. No bonus shares will be given for this profit distribution, and no accumulation fund will be converted into share capital. The shares repurchased by the company through centralized bidding transaction (72895057 shares have been repurchased in total as of the expiration of the share repurchase period on September 19, 2019) do not participate in profit distribution.
At the 6th meeting of the 5th board of directors held on September 29, 2019, the company has deliberated and passed the proposal on Amending the articles of association, which modifies Article 152 to change the proportion of the company’s annual profit distribution in cash from no less than 3% of the distributable profit in the current year to 30%. The profit distribution plan complies with the provisions of the current effective articles of association. If the total share capital of the company changes before the implementation of the plan due to the conversion of convertible bonds into shares, the exercise of equity incentive or the listing of refinanced new shares, the total share capital on the equity registration date of the future implementation of the distribution plan shall be taken as the base and adjusted according to the principle that the above distribution proportion remains unchanged.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
6、 Proposal on internal control evaluation report in 2021
After deliberation, the board of Directors voted and approved the 2021 annual internal control evaluation report of the company. Independent directors have expressed independent opinions on this matter. For details of the report, please refer to www.cn on April 21, 2022 info. com. cn.。
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
7、 Proposal on special report on the deposit and use of raised funds in 2021
After deliberation, the board of Directors voted and approved the company’s proposal on the special report on the deposit and use of raised funds in 2021. For details of the report, please refer to www.cn on April 21, 2022 info. com. cn.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
8、 Proposal on the forecast of operating related party transactions in 2022
Due to the company’s withdrawal from LPG international and China trade business, it is necessary to deal with the existing business. Based on the considerations of maximizing asset benefits and adjusting goods structure and inventory, the board of directors approved:
1. According to the basic terms of the LPG sales framework agreement (Announcement No.: 2020011), the company signed various sub agreements with Masson energy (Singapore) Co., Ltd. and its subsidiaries or related parties (hereinafter referred to as “Masson energy”), including the sale of surplus propane or butane purchased by the company. Within 12 months after the related party transaction takes effect, the total transaction amount is expected to be no more than 7 billion yuan (RMB).
2. According to the basic terms of the LPG storage and transfer contract (Announcement No.: 2020011), the company leases part of the company’s Wharf and storage resources to Masson energy and collects the rent from Masson energy.
Within 12 months after the related party transaction takes effect, the total amount of transactions is expected to be no more than 200 million yuan (RMB).
This proposal has been approved in advance by the independent directors of the company and the opinions of the independent directors. During the deliberation of the board of directors, the related directors Monday Feng and Zhou Hanping withdrew from voting. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. During the deliberation, the related shareholders need to withdraw from voting. For details, please refer to the securities times and www.cninfo.com on April 21, 2022 info. com. cn. Announcement on the forecast of operating related party transactions in 2022.
Voting result: Yes: 4 votes; Against: 0 votes; Abstention: 0 votes; Avoidance: 2 votes. The motion was passed. 9、 Proposal on reappointment of audit institutions in 2022
After deliberation, the board of Directors voted and approved the proposal on renewing the appointment of audit institution in 2022: agree to renew the appointment of Suya Jincheng Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 for one year; At the same time, the board of directors is authorized to decide its annual audit fees. The independent directors of the company expressed independent opinions on this. For details, please refer to the securities times and www.cninfo.com on April 21, 2022 info. com. cn. Announcement on the proposed renewal of accounting firm.
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
10、 Proposal on year end reward scheme for management in 2021
After deliberation, the board of Directors voted and approved the year-end reward scheme for the management in 2021. According to the actual operation situation of the company in 2021, the annual reward and remuneration scheme for the senior management of the company is agreed as follows: Mr. Wu Yinlong, the general manager, is 700000 yuan (the reward and remuneration for the post of general manager), Mr. Shao Yongjian, the director, deputy general manager and Secretary of the board of directors (previous positions), and Mr. Fang Tao, the chief financial officer, is 500000 yuan, Mr. Chen Wenxin, the Secretary of the board of directors, is 350000 yuan; Mr. Yi Sishan, the deputy general manager, is 500000 yuan; Mr. Shaoxiao, the deputy general manager, is 450000 yuan; Mr. Wang Hao, the Deputy General Manager (successive), is 450000 yuan; Mr. Qian Jin, the chief engineer, is 450000 yuan; Mr. Zhou Yizhong, the general manager of Oriental Energy Co.Ltd(002221) (Zhangjiagang) new materials Co., Ltd., is 450000 yuan; Mr. Yan Weishan, the chairman of Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd., is 500000 yuan, Ms. Hua Yuyan, the chief executive officer of the company, is 250000 yuan, and Ms. Chen Yuanyuan, the person in charge of the audit of the company, is 150000 yuan. The amount of the above annual rewards and salaries is tax inclusive.
On February 15, 2022, Mr. Shao Yongjian applied for resignation as a director, deputy general manager and member of the remuneration and assessment committee of the company for personal reasons. After his resignation, he will no longer hold any position in the company (Announcement No. 2022007). On March 31, 2022, Mr. Wang Hao applied for resignation from the position of deputy general manager and senior manager of the company for personal reasons. After this resignation, he will no longer hold any position in the company (Announcement No. 2022014). Mr. Wu Yinlong is the object of this year-end reward scheme and avoids voting on this proposal.
Voting result: Yes: 5 votes; Against: 0 votes; Abstention: 0 votes; Avoidance: 1 vote. The motion was passed. 11、 Proposal on the year-end reward scheme for the chairman of the board in 2021
After deliberation, the board of Directors voted and approved the 2021 chairman’s year-end reward scheme. According to the actual business situation of the company in 2021, it is agreed that the annual reward salary of Ms. Zhou Yifeng, the chairman of the company, is 800000 yuan (including tax). It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Ms. Zhou Feng is the object of this year-end reward scheme and avoids the voting of this motion.
Voting result: Yes: 5 votes; Against: 0 votes; Abstention: 0 votes; Avoidance: 1 vote. The motion was passed. 12、 Proposal on audit fees of accounting firms in 2021
The 2020 annual general meeting of shareholders has considered and agreed to authorize the board of directors to decide the annual audit fee of the accounting firm. In combination with the audit business volume of the accounting firm to the company, the board of directors deliberated and agreed that the audit fee of Suya Jincheng accounting firm (special general partnership) in 2021 is 3 million yuan.
Voting result: Yes: 6 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
13、 Proposal on the application of the company and its subsidiaries for comprehensive credit from the bank
Due to the needs of the company’s business, the board of directors agreed after deliberation: the company’s holding subsidiaries Oriental Energy Co.Ltd(002221) (Ningbo) new materials Co., Ltd. (hereinafter referred to as “Ningbo new materials”), Oriental Energy Co.Ltd(002221) (Zhangjiagang) new materials Co., Ltd. (hereinafter referred to as “Zhangjiagang new materials”), Ningbo baidinian liquefied petroleum gas Co., Ltd. (hereinafter referred to as “Ningbo baidinian”) Guangxi Tiansheng Port Co., Ltd. (hereinafter referred to as “Guangxi Tiansheng”) applies to relevant cooperative banks for comprehensive credit with a total amount of no more than RMB 1.14 billion. The above line will take effect after being approved by relevant banks. The details are as follows:
Unit: 100 million yuan (RMB)
Order company name current credit project credit term of financial institution original signal line method credit line
Ningbo Agricultural Bank Of China Limited(601288) 3 approved by the Bank of China 3
1. One year from the date of credit guarantee of new material Ningbo Daxie sub branch
Bank Of Beijing Co.Ltd(601169) Ningbo Branch 2
2 Zhangjiagang Agricultural Bank Of China Limited(601288) 2.5 comprehensive guarantee approved by the bank 3
One year from the date of granting credit to Zhangjiagang branch of new materials
3 Ningbo Agricultural Bank Of China Limited(601288) 3 comprehensive credit approved by the bank 3
One year from the date of granting credit to Ningbo Daxie sub branch
4 Guangxi Tiansheng Agricultural Bank Of China Limited(601288) 0.9 comprehensive guarantee approved by the bank 1
Qinzhou branch
