2021 annual general meeting of CNOOC
Conference materials
May 5, 2022
Preventive measures for annual general meeting of shareholders
In view of the persistence of the novel coronavirus epidemic and the related requirements for preventing and controlling the spread of the epidemic, the company will implement the following preventive measures at the annual general meeting of shareholders to protect the shareholders, employees and other stakeholders present from the risk of infection:
(i) All shareholders, representatives and other attendees shall be subject to compulsory temperature examination at the entrance of the venue of the annual general meeting of shareholders. Any person who is found to have a fever or discomfort will be refused access to the venue of the annual general meeting or required to leave the venue of the annual general meeting.
(II) all shareholders, representatives and other attendees must fill in and submit a return at the entrance of the annual general meeting to confirm their names and contact details, and be inquired whether they (a) have visited outside Hong Kong at any time in the past 14 days before the annual general meeting, or, to their knowledge, have had close contact with any person who has recently visited outside Hong Kong; And (b) are now subject to compulsory quarantine by the Hong Kong government. If any person answers "yes" to any of the above items, he will be refused access to the venue of the annual general meeting of shareholders or asked to leave the venue of the annual general meeting of shareholders.
(III) all participants shall wear surgical masks at all times at the venue of the annual general meeting and keep a safe distance from other participants.
(IV) refreshments will not be provided at the AGM.
To the extent permitted by applicable laws, the company reserves the right to refuse any person to enter the venue of the annual general meeting of shareholders or require any person to leave the venue of the annual general meeting of shareholders, so as to ensure the safety of those attending the annual general meeting of shareholders.
For the health and safety of all stakeholders, and in accordance with the relevant guidelines on the prevention and control of the novel coronavirus epidemic, we hereby remind shareholders that it is not necessary to attend the annual general meeting of shareholders in person for the exercise of voting rights. As an alternative, Hong Kong shareholders can fill in the form according to the instructions printed on the proxy appointment form, appoint the chairman of the annual general meeting of shareholders as a representative to attend the annual general meeting of shareholders and vote on the relevant resolutions. The holders of RMB shares can vote through online voting without attending the annual general meeting of shareholders or any resumed meeting in person.
To all shareholders
Dear sir and madam
Explanatory letter of 2021 annual general meeting
introduction
The purpose of this letter is to provide you with information on the resolution to be submitted for approval at the annual general meeting of shareholders (the "annual general meeting") to be held at the Shangri La Hotel, Swire Plaza, Court Road, central, Hong Kong at 3 p.m. on May 26, 2002. "Hong Kong shares" mentioned in this letter refers to the shares of the company listed on the main board of the stock exchange of Hong Kong; "RMB shares" means the shares of the company listed on the main board of Shanghai Stock Exchange; "Shares" means all shares in the share capital of the company, including Hong Kong shares and RMB shares. Audited financial statements, independent auditor's report and report of the board of directors prepared under the Companies Ordinance for the year ended 31 December 2021
Reference is made to the annual report of the company for the year 2021 publicly disclosed on the website of the stock exchange of Hong Kong Limited (the "Stock Exchange") on April 12, 2002. For details of the financial statements, the independent auditor's report and the report of the board of directors, please refer to the annual report of the company for the year 2021. Proposed re-election of directors
Reference is made to the company's announcement on the appointment of directors dated 3 August 2021. Mr. Xia Qinglong ("Mr. Xia") has been appointed as the executive director of the company since August 3, 2021. Details of the appointment are set out in the notice.
Reference is made to the company's announcement on the appointment of directors dated 28 April 2002. Mr. Zhou Xinhuai ("Mr. Zhou") has been appointed as the executive director and chief executive officer of the company since April 28, 2002. Details of the appointment are set out in the notice.
According to the articles of association of the company (the "articles"), the board of directors has the power to appoint any other person as a director at any time and from time to time to fill a temporary vacancy on the board of directors or increase the number of directors. However, the number of directors so appointed shall not exceed the maximum number determined by the shareholders from time to time (if any) at the general meeting; The director so appointed shall hold office until the next annual general meeting of the company and shall be eligible for re-election at that time. Therefore, Mr. Xia, who has been appointed as an executive director since August 3, 2021, will serve until the annual general meeting and be eligible for re-election in accordance with the provisions of the articles of Association; Mr. Zhou, who was appointed as the executive director from April 28, 2002, will hold office until the annual general meeting and be eligible for re-election in accordance with the provisions of the articles of association.
Mr. Xia and Mr. Zhou have been recommended by the board of directors of the company (the "board") and intend to participate in the re-election.
According to Article 102 of the articles of association, Mr. Zhao Chongkang ("Mr. Zhao") will step down at the annual general meeting of shareholders and be eligible for re-election. Mr. Zhao has been recommended by the board of directors and plans to participate in the re-election.
Mr. Zhao has served as an independent non-executive director of the company for more than nine years and will step down at the annual general meeting of shareholders and be eligible for re-election. Mr. Zhao has a thorough understanding of the company's business and operation. For many years, he has been providing objective opinions, expounding objective views and giving valuable independent guidance to the board of directors and senior management of the company as an independent non-executive director. At present, he is the chairman of the Remuneration Committee and a member of the audit committee, and has served as the chairman of the Independent Board Committee of connected transactions of the company and its subsidiaries for many times, Has been fully committed to its role. Mr. Zhao attaches great importance to high standard corporate governance. Based on his legal background and experience, Mr. Zhao can provide valuable advice and guidance to the company in terms of legal compliance, labor issues and business law. Mr. Zhao has never participated in any administrative work of the group. The board of directors has received Mr. Zhao's confirmation of independence in accordance with Rule 3.13 of the rules governing the listing of securities on the stock exchange of Hong Kong Limited (the "Hong Kong Listing Rules"). Although Mr. Zhao has served on the board of directors for more than nine years, after considering the above situation and the independent nature of Mr. Zhao in the past few years, the board of Directors believes that Mr. Zhao's long-term service will not weaken his independence and affect his independent judgment, and his continuous tenure has brought considerable benefits and stability to the management and operation of the group, Therefore, we believe that Mr. Zhao is independent and recommend Mr. Zhao to be re elected.
In order to propose re-election of Mr. Zhao as an independent non-executive director of the company, the nomination committee and the board of directors reviewed Mr. Zhao's resume and qualifications, his past performance and the confirmation of Independence made in accordance with Article 3.13 of the Hong Kong listing rules, and considered the director diversification policy adopted by the board of directors, based on his integrity, legal knowledge and background, extensive legal practice experience, his past contribution to the company The time available to him in the company and the international perspective he has gained through studying in Australia and more than 30 years of experience in the legal field have assessed his suitability for re-election at the annual general meeting.
The nomination committee and the board of directors of the company confirm that Mr. Zhao has the character, integrity, experience and independence required to continue to perform the post of independent non-executive director. In addition, in view of Mr. Zhao's rich legal knowledge, professional skills and experience, the board of Directors believes that Mr. Zhao's re-election as an independent non-executive director is in the best interests of the company and its shareholders as a whole. The board also believes that as a member of the board of directors with rich legal knowledge and experience, Mr. Zhao's legal expertise and experience will help to enhance the diversity of the board of directors.
Details of the directors required to be disclosed under the Hong Kong listing rules are set out in Appendix 1. It is proposed to authorize the board of directors to determine the remuneration of each director
It is proposed that the board of directors of the company be granted the power to determine the remuneration of each director. It is recommended to renew the appointment of auditors and determine their remuneration as determined by the board of directors
The company intends to renew the appointment of Ernst & young and Ernst & Young Huaming as independent auditors of the company and its subsidiaries in 2002, respectively responsible for Hong Kong reporting and domestic reporting. The term of office starts from the end of this annual general meeting of shareholders to the end of the next annual general meeting of shareholders of the company, and authorizes the board of directors to determine the remuneration of the above independent auditors. Special dividend proposed
It is suggested that the company declare a special dividend of HK $1.18 per share (including tax) to shareholders. Special dividends paid by the company are valued and declared in Hong Kong dollars, of which Hong Kong stock dividends will be paid in Hong Kong dollars; Dividends on RMB shares will be paid in RMB, and the conversion rate shall be calculated according to the average of the central parity rate between Hong Kong dollar and RMB published by the people's Bank of China one week before the date of dividend declaration at the annual general meeting of shareholders. See the announcement of the special dividend distribution plan published by the company on the Shanghai stock exchange for the details of the dividend distribution of RMB shares. It is suggested that the board of directors be authorized to decide the company's 2022 interim dividend distribution plan
According to the articles of association, the general meeting of shareholders of the company has the right to declare and approve the distribution of dividends, and the board of directors has the right to approve the interim distribution of dividends within the scope authorized by the general meeting of shareholders. It is suggested that the general meeting of shareholders of the company authorize the board of directors to decide the company's 2022 interim dividend distribution plan, and authorize the board of directors and persons authorized by the board of directors to deal with all matters related to the company's 2022 interim dividend distribution.
General authorization for proposed share issuance and share repurchase
The annual general meeting of the company held on 21 may 2021 passed an ordinary resolution to give general authorization to the directors of the company (the "Directors"), including (I) repurchase of shares of the company not exceeding 10% of the total issued shares of the company as of 21 may 2021; (II) issue, allot and dispose of additional shares of the company not exceeding 20% of the total issued shares of the company as at 21 may 2021; And (III) expand the authorization granted to the directors according to the total number of shares repurchased to issue, allot and dispose of shares of the company not exceeding 10% of the total number of shares issued by the company as of May 21, 2012 (collectively referred to as "existing general authorization"). The existing general authorization will expire at the end of the annual general meeting.
As disclosed in the announcement dated 26 September 2021 and the circular dated 4 October 2021, the company has applied for and the stock exchange has granted a one-time exemption for the initial public offering of RMB shares completed by the company on 21 April 2022 and listed on the Shanghai Stock Exchange, Accordingly, under certain conditions, it is not necessary to seek the listing of RMB shares issued under the above initial public offering on the stock exchange. These conditions include (I) for the company, amending rule 13.36 (2) (b) of the Hong Kong listing rules so that shareholders (including Hong Kong share holders and RMB share holders) can grant general authorization to the directors by ordinary resolution at the general meeting, and accordingly (a) the total number of Hong Kong shares allotted or agreed to be allotted shall not exceed 20% of the number of Hong Kong shares issued on the date of the resolution granting the general authorization; And (b) the total number of RMB shares allotted or agreed to be allotted shall not exceed 20% of the number of RMB shares issued on the date of the resolution granting the general authorization; And (II) for the company, amend rule 13.36 (2) (b) of the Hong Kong listing rules so that all shareholders (with Hong Kong share holders and RMB share holders as a single voting class) can grant the repurchase authorization to the directors of the company by ordinary resolution at the general meeting. Accordingly, the maximum number of Hong Kong shares repurchased by the company since the authorization is granted will be 10% of the number of issued Hong Kong shares on the date of the resolution granting the repurchase authorization, And the 10% repurchase authorization can only be used to repurchase Hong Kong shares (not all shares).
Therefore, I hereby propose to approve the general resolution contained in the notice of the annual general meeting to make new general authorizations for the issuance of shares and the repurchase of shares respectively. At the date of this letter, the directors have no immediate plan to repurchase any shares or issue any new shares in accordance with the relevant authorization.
With regard to the general authorization for the issuance and allotment of shares (the "share issuance authorization"), on April 28, 2002, the last practicable date (the "last practicable date") before printing this letter in order to enable certain information to be loaded into this letter. The issued and paid up Hong Kong shares of the company are 44647455984, RMB shares are 2 Shanghai Pudong Development Bank Co.Ltd(600000) 000.
Details of the general authorization for share repurchase and the resolution on the general authorization for share issuance and share repurchase are set out in Appendix 2 and Appendix 3. proposal
The directors believe that the above resolutions are in the best interests of the company and all shareholders. Accordingly, the directors recommend that the shareholders vote in favour of all relevant resolutions to be submitted at the annual general meeting of shareholders.
Accept the order of the board of directors
China National Offshore Oil Co., Ltd
Wang Dongjin
chairman
Appendix I details of directors proposed to be re elected at the annual general meeting
The following are the details of the directors to be re elected at the annual general meeting in accordance with the articles of association. Xia Qinglong
Born in 1964, Mr. Xia is a professor level senior engineer. He graduated from Chengdu Institute of Geosciences with a Bachelor of engineering degree in petroleum geophysical exploration and a doctor of Science Degree in Solid Geophysics from the Institute of Geology and Geophysics, Chinese Academy of Sciences. From August 1986 to November 2005, Mr. Xia held many positions in the Research Institute of Bohai oil company and Tianjin Branch of CNOOC (China) Co., Ltd. From November 2005 to may 2016, he successively served as general geologist, deputy general manager and executive director of CNOOC (China) Co., Ltd. Tianjin Branch
