Oriental Energy Co.Ltd(002221) ORIENTAL ENERGY CO.,LTD.
Work report of the board of supervisors in 2021
Stock Code: Oriental Energy Co.Ltd(002221) stock abbreviation: Oriental Energy Co.Ltd(002221) April 2002
Oriental Energy Co.Ltd(002221)
Work report of the board of supervisors in 2021
In 2021, all the supervisors of Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company") exercised their functions and powers in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Oriental Energy Co.Ltd(002221) articles of association, the rules of procedure of the board of supervisors and other relevant requirements, and in line with the working attitude of conscientiousness and diligence, they exercised their functions and powers in accordance with laws and regulations, so as to better protect the rights and interests of shareholders, the interests of the company and the rights of employees. The work in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors held nine meetings, as follows:
(I) on February 24, 2021, the company held the 12th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on signing entrusted operation agreement and related party transactions with Fuji shipping Holdings Co., Ltd. (II) on March 23, 2021, the company held the 13th meeting of the 5th board of supervisors, which deliberated and adopted the following proposals:
1. Proposal on the company's compliance with the conditions for public issuance of convertible corporate bonds;
2. Proposal on public issuance of convertible bonds of the company;
3. Proposal on the company's plan for public issuance of convertible corporate bonds;
4. Proposal on the feasibility analysis report on the use of funds raised by the company's public issuance of convertible corporate bonds;
5. Proposal on formulating the rules for the meeting of bondholders of convertible companies;
6. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the issue of convertible corporate bonds in full power;
7. Proposal on Revising the management system of Oriental Energy Co.Ltd(002221) raised funds;
8. Proposal on shareholder return planning for the next three years (20212023).
(III) on April 21, 2021, the company held the 14th meeting of the 5th board of supervisors, which deliberated and adopted the following proposals:
1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on 2020 annual financial statement report;
3. Proposal on 2020 annual report and its summary;
4. Proposal on 2020 annual profit distribution plan;
5. Proposal on the company's internal control evaluation report in 2020;
6. Proposal on the special report on the deposit and use of raised funds in 2020;
7. Proposal on the prediction of operating related party transactions in 2021;
8. Proposal on reappointment of audit institutions in 2021;
9. Proposal on the company's plan for public issuance of convertible corporate bonds (Revised Version);
10. Proposal on the impact of public issuance of convertible corporate bonds on the company's main financial indicators and the measures taken by the company;
11. Proposal of relevant entities on the commitment to take filling measures to dilute the immediate return of convertible corporate bonds issued by the company;
12. Proposal on the report on the use of the previously raised funds.
(IV) on April 27, 2021, the company held the 15th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the report on the use of the previously raised funds.
(V) on June 1, 2021, the company held the 16th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on signing the annual sales contract of polypropylene and related party transactions with Shengbang (Hangzhou) energy supply chain Co., Ltd.
(VI) on August 24, 2021, the company held the 17th meeting of the 5th board of supervisors, which deliberated and adopted the following proposals:
1. Proposal on 2021 semi annual report and its summary;
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021; 3. Proposal on using some idle raised funds for cash management;
4. Proposal on changes in accounting policies.
(VII) on September 29, 2021, the company held the 18th meeting of the 5th board of supervisors, which deliberated and adopted the following proposals:
1. Proposal on the company's compliance with the conditions for public issuance of corporate bonds;
2. Proposal on public issuance of corporate bonds;
3. Proposal on authorization matters of this public issuance of corporate bonds;
4. Proposal on debt repayment guarantee measures for this public issuance of corporate bonds.
(VIII) on October 12, 2021, the company held the 19th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
(IX) on October 27, 2021, the company held the 20th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the third quarter report of 2021.
The announcement of relevant meeting resolutions shall be published in the securities times and the designated information disclosure website http://www.cn.info.com.cn. Http / / www.cninfo.com.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
During the reporting period, the board of supervisors of the company actively participated in the general meeting of shareholders of the company, attended the meetings of the board of directors as nonvoting delegates, and supervised the company's decision-making procedures, the establishment and implementation of internal control system, and the performance of directors and senior managers in accordance with the functions and powers conferred by the company law, the articles of association and the rules of procedure of the board of supervisors.
The board of supervisors believes that the company's decision-making procedures comply with the company law, the securities law and other laws and regulations, as well as the articles of association and other relevant provisions. The company has established a perfect internal control system, and the directors and senior managers of the company do not violate the laws, regulations, the articles of association and other provisions or damage the interests of the company and shareholders in performing their duties.
2. Check the financial status of the company
In 2021, the board of supervisors carefully inspected the company's financial system, internal control system and financial status. We believe that the company's current financial and accounting internal control system is sound, there are no omissions and false records in accounting, and the company's 2021 financial report truly reflects the company's financial status and operating results. The matters involved in the standard unqualified audit report issued by Suya Jincheng Certified Public Accountants (special general partnership) are objective and fair.
3. External guarantee of the company
(1) Through the supervision and verification of the company's guarantee to subsidiaries in 2021, the board of supervisors believes that the company's guarantee to subsidiaries has fulfilled the necessary decision-making procedures during the reporting period, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on external guarantee of listed companies.
(2) During the reporting period, there was no overdue guarantee or litigation caused by guarantee. The company and its holding subsidiaries have not provided guarantees to the controlling shareholders and their affiliates or any other third party.
4. Use of raised funds
The board of supervisors believes that: the company shall effectively supervise and manage the storage and use of the raised funds in strict accordance with the provisions and requirements of the company's raised funds management system, so as to ensure that the raised funds are used for the construction of investment projects without changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company's shareholders.
5. Daily related party transactions of the company
The board of supervisors held that during the reporting period, the transactions between the company and its controlling shareholders and related parties were daily business transactions. The transactions followed the market pricing principle, performed the decision-making procedures and approval process of related party transactions according to law, and the transaction process was fair and equitable. The board of directors performed necessary procedures when deliberating related party transactions. The routine withdrawal of related directors is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and there is no situation that damages the interests of the company and its shareholders.
6. Comments on internal control evaluation report
After review, the board of supervisors believes that the company has established a relatively perfect internal control system and system, which meets the requirements of national laws and regulations and the actual needs of the company's production and operation management, and can be effectively implemented. The establishment of the system plays a good role in risk prevention and control of all links of the company's operation and management. The 2021 internal control evaluation report prepared by the board of directors truly and objectively reflects the construction and operation of the company's internal control system.
7. Establishment and implementation of insider information management system by the company
The company has formulated the Oriental Energy Co.Ltd(002221) insider information insider management system in accordance with the securities law, the measures for the administration of information disclosure of listed companies and other laws and regulations, and has conducted self-examination on the construction and implementation of the company's insider information management system in accordance with the provisions on the establishment of insider information insider registration management system by listed companies issued by the CSRC, The company has revised the relevant systems and deliberated and approved the Oriental Energy Co.Ltd(002221) insider information insider registration management system.
The board of supervisors believes that the company has established a relatively perfect insider management system and can strictly implement relevant procedures in the process of information disclosure to prevent insider trading.
8. Renewal of accounting firm
During the reporting period, the company renewed 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 board of supervisors believes that Suya Jincheng certified public accountants has a large scale, has the audit qualification of securities and futures related businesses, has the experience and ability to provide audit services for listed companies, can meet the requirements of the company's financial audit and special audit in 2022, and can audit the company's financial status independently.
3、 Attendance of supervisors at the board of directors and general meeting of shareholders as nonvoting delegates
All supervisors attended all the board of directors and shareholders' meetings in 2021. The board of supervisors believes that the convening, convening and decision-making procedures of the board of directors and the general meeting of shareholders are legal, and the adoption of various proposals and reports comply with the provisions of the articles of association. In 2022, the board of supervisors will continue to strictly implement the company law, the securities law, the articles of association and other relevant provisions, supervise and inspect the business behaviors of the board of directors and senior managers in accordance with the law. At the same time, the board of supervisors will continue to implement its supervision function, earnestly perform its statutory duties, attend the board of directors, the general meeting of shareholders and relevant business meetings in accordance with the law, and timely grasp the major decisions of the company, Supervise the legitimacy of decision-making procedures in real time and continuously follow up the company's operation and investment activities. Further enhance the awareness of risk prevention, faithfully perform their duties and obligations, and promote the more standardized operation of the company, so as to better safeguard the interests of the company and shareholders.
This report was deliberated and adopted at the 21st Meeting of the 5th board of supervisors and submitted to the general meeting of shareholders for deliberation Oriental Energy Co.Ltd(002221) board of supervisors
April 20, 2022
