Securities code: Oriental Energy Co.Ltd(002221) securities abbreviation: Oriental Energy Co.Ltd(002221) Announcement No.: 2022016 Oriental Energy Co.Ltd(002221)
Announcement of resolutions of the 21st Meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The 14th meeting of the 5th board of supervisors of Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company" or " Oriental Energy Co.Ltd(002221) ") was held in the conference room of the company on April 20, 2022. The notice of this meeting has been notified to all supervisors in writing, telephone, fax or e-mail on April 8, 2022. Three supervisors should be present and three actually present. The meeting was presided over by chairman Yu Huajie and reached a quorum. Some senior managers of the company attended the meeting as nonvoting delegates. Comply with the company law of the people's Republic of China, the articles of association and other relevant provisions. After deliberation by the supervisors present at the meeting, the following proposals were adopted:
1、 Proposal on the work report of the board of supervisors in 2021
The board of supervisors deliberated and approved the work report of the board of supervisors in 2021. The contents of the report are detailed in 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: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
2、 Proposal on 2021 annual financial statement report
The board of supervisors deliberated and approved the annual financial statement report for 2021. For details of the report, please refer to www.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: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
3、 Proposal on 2021 annual report and its summary
After review, the board of supervisors held that the procedures for the preparation and review of the annual report of Oriental Energy Co.Ltd(002221) 2021 by the board of directors comply with relevant laws and regulations, departmental rules and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the listed company, without any false records, misleading statements or major omissions. For details of the report, please refer to the securities times on April 21, 2022 and www.cninfo.com info. com. cn.。
It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
4、 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.
The board of supervisors of the company believes that the profit distribution plan is in line with the current operation status and capital status of the company, as well as the relevant provisions of the company law and the articles of association. The board of supervisors unanimously agreed to the above plan.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
5、 Proposal on internal control evaluation report of the company in 2021
After review, the board of supervisors believes that the company has established a relatively perfect internal control system, which meets the requirements of laws and regulations and the actual needs of the company's operation and management, and can be effectively implemented. The establishment of the system has played a good role in risk prevention and control of all links of the company's production and operation. 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. For details of the report, please refer to www.cn on April 21, 2022 info. com. cn.。
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
6、 Proposal on special report on the deposit and use of raised funds in 2021
The board of supervisors deliberated 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: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
7、 Proposal on the forecast of operating related party transactions in 2022
After deliberation, the board of supervisors considered that the board of directors' prediction of operational related party transactions in 2022 was reasonable. The related party transactions involved were required by the company's daily production and operation, met the needs of the company's business transformation, followed the principle of market price, and were not superior to the similar transaction conditions of non related parties; It will be carried out in accordance with fair commercial terms and compliance business procedures, which will not affect the independence of the company, follow the principles of fairness, impartiality and fairness, and there will be no damage to the legitimate rights and interests of shareholders, especially minority shareholders.
As Ms. Ling Yuqian is an employee of Masson energy (Nanjing) Co., Ltd. and has an associated relationship with the related party Masson energy (Maoming) Co., Ltd., she needs to avoid voting.
Voting result: Yes: 2 votes; Against: 0 votes; Abstention: 0 votes; Avoidance: 1 vote. The motion was passed. 8、 Proposal on reappointment of audit institutions in 2022
After deliberation, the board of supervisors voted and passed the proposal on renewing the appointment of the audit institution in 2022: it agreed 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, and authorized the board of directors to decide its annual audit fee. The independent directors of the company have expressed independent opinions on this. It is agreed to submit this proposal to the 2021 annual general meeting of shareholders for deliberation.
Voting result: Yes: 3 votes; Against: 0 votes; Abstention: 0 votes. The motion was passed.
It is hereby announced.
Oriental Energy Co.Ltd(002221) board of supervisors
April 20, 2022
