Oriental Energy Co.Ltd(002221) independent directors
Independent opinions on relevant matters of the 36th meeting of the 5th board of directors
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board, the articles of association and other relevant laws, regulations and normative documents, As an independent director of Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company"), we have carefully reviewed the relevant matters considered at the 36th meeting of the 5th board of directors with a serious and responsible attitude and seek truth from facts, and our independent opinions are as follows:
1、 Independent opinions on 2021 annual profit distribution plan
We believe that the company's annual profit distribution plan for 2021 reviewed by the board of directors is in line with the actual situation of the company, takes into account the sustainable development of the company and the overall interests of all shareholders, especially small and medium-sized shareholders, and is in line with the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies Articles of association, accounting system and other relevant provisions. Therefore, we agree to the 2021 annual profit distribution plan proposed by the board of directors and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the internal control evaluation report of the company in 2021
According to the working system of independent directors and other regulations, we believe that the 2021 internal control evaluation report and the self inspection form for the implementation of internal control rules truly, objectively and comprehensively reflect the construction and operation of the company's internal control systems such as financial reports, information Phi affairs and internal control inspection. During the reporting period, the company's internal control procedures operated in accordance with regulations, and played a good role in supervision, control and prevention in all links such as the purchase and sale of assets, related party transactions, guarantee business, major investment, use of raised funds and information disclosure, which was in line with the current production and operation of the company. The company has established a relatively sound and perfect internal control system, and all internal control systems meet the requirements of the basic norms of enterprise internal control.
3、 Independent opinions on the special report on the deposit and use of raised funds in 2021
In accordance with the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, we carefully checked the deposit and use of the company's raised funds in 2020. After verification, we believe that the company has effectively supervised and managed the storage and use of raised funds in strict accordance with the internal raised funds management system and other requirements, and performed the necessary review procedures for previous changes. The storage and use of raised funds in 2021 complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, Comply with the relevant provisions of the company's measures for the management of raised funds, and there are no violations in the storage and use of raised funds.
4、 Special instructions and independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee
As an independent director of the company in accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) and other provisions of Shenzhen Stock Exchange issued by China Securities Regulatory Commission, As of December 31, 2021, we have verified the funds occupied and external guarantees by the controlling shareholders and their related parties of the company, and issued the following special instructions:
1. During the reporting period, there was no illegal occupation of the company's funds by controlling shareholders and other related parties, and there was no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021. 2. During the reporting period, the company provided guarantee for the holding subsidiary to apply for comprehensive credit from the bank. As of the end of the reporting period, the actual guarantee balance of the company to its subsidiaries totaled 151004 million yuan.
3. During the reporting period, the company did not provide guarantees for controlling shareholders or their related parties or any illegal external guarantees. The company strictly controls the risk of external guarantee, and there is no possibility of joint and several repayment liability due to external guarantee, and there is no violation of the stock listing rules of Shenzhen Stock Exchange and other provisions.
4. The company has established a sound external guarantee management system and approval procedures. During the reporting period, the guarantees provided and corresponding decision-making procedures were in line with the articles of association and other provisions. The company has prepared and strictly implemented the external guarantee management system, which stipulates the approval authority, decision-making procedures and risk control procedures of external guarantee, so as to better control the risk of external guarantee. There is no obvious indication that the company may bear the guarantee liability due to the default of the guaranteed party's debt. The company's external guarantee has fulfilled the review and decision-making procedures in accordance with laws and regulations, the articles of association and other provisions, the information disclosure is fully complete, and the risks of external guarantee have been fully revealed.
5、 Independent opinions on the forecast of operating related party transactions in 2022
The company's estimate of operating related party transactions in 2022 is reasonable, and the corresponding related party transactions are required for normal production and operation, which is in line with the company's development strategy and business objectives. The transaction is based on the market price, and the pricing mode and transaction method are reasonable, which will not affect the independence of the company, follow the principles of fairness, impartiality and fairness, and there is no interest transfer or occupation, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not affect the sustainable operation ability of the company.
As an independent director of the company, he has previously approved the expected events of operating related party transactions in 2022. During the deliberation of the board of directors, the related directors Monday Feng and Zhou Hanping avoided voting, and the convening, convening and voting procedures of the meeting were legal and compliant. We all agree to submit the proposal on the prediction of operating related party transactions in 2022 to the 2021 annual general meeting of shareholders for deliberation by non related shareholders.
6、 Independent opinions on year-end rewards for senior executives
As an independent director of the company, we have carefully checked the business performance indicators, assessment and reward schemes of senior managers in 2021. We believe that this award, combined with the actual production and operation status of the company, is submitted to the board of directors for deliberation and approval after being reviewed and approved by the salary and assessment committee. It is based on the reward cashing of senior executives based on their respective contributions to the operation of the company after completing the assessment objectives of 2021, which can better reflect the correlation between senior executives and performance. The content of the proposal on the year-end incentive scheme for the management in 2021 reviewed by the board of directors is in line with the actual situation of the company and can play an effective incentive role for senior executives. The review and decision-making procedures are in line with laws and regulations, the articles of association and other provisions.
7、 Independent opinion on the reappointment of the audit institution in 2022
The 36th meeting of the 5th board of directors of the company deliberated and approved the proposal on renewing the appointment of 2022 annual audit institution, agreed to renew the appointment of Suya Jincheng Certified Public Accountants (special general partnership) as the company's 2022 annual audit institution for one year, and authorized the board of directors to determine its annual audit fee. We have made full verification in advance and expressed our prior approval opinions on the renewal of employment. Now we express our independent opinions as follows:
1. After verification, the accounting firm 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 other special audits in 2022, and can audit the financial status independently.
2. The board of directors has obtained our approval before considering the proposal on renewing the appointment of audit institutions in 2022, and we have agreed to submit the proposal to the 36th meeting of the Fifth Board of directors for deliberation.
3. The board of directors of the company made a reasonable decision to renew the appointment of the audit institution in 2022, and the resolution procedure was in line with the provisions of laws and regulations and the articles of association. Therefore, we agree to renew the appointment of Suya Jincheng certified public accountants as the audit institution of the company in 2022. Independent director: Lin Hui, Chen Xinglin, Zhao Xianglian
Date: April 20, 2002
