Xinchao Energy replies to the regulatory work letter: the board of directors convenes the procedure legally and compliantly, and the information disclosure is true and accurate

China Securities Network News (Wang Luo) Xinchao Energy replied to the regulatory work letter of the Shanghai Stock Exchange on the evening of August 27, and the announcement said that the proposed subject, convocation, convening procedure and related proposal content of the company's july 7 board meeting complied with the provisions of relevant laws and regulations, the company did not have the situation of listing relevant shareholders in the applicant on its own, and the relevant information disclosure was true, accurate and complete.

According to the data, on July 7, Xinchao Energy held the ninth (provisional) meeting of the eleventh board of directors, after which some media questioned the accuracy of some of the contents of the above meeting, on August 23, the Shanghai Stock Exchange issued a "Regulatory Work Letter on Matters Related to media Reports of Shandong Xinchao Energy Co., Ltd." to Xinchao Energy, requiring Xinchao Energy to verify and explain the situation.

The procedures for convening the meeting are legal and compliant

In response to the question of "whether the procedures held at the above-mentioned board meeting comply with laws and regulations", Xinchao Energy replied one by one in the announcement.

First of all, the ninth (provisional) meeting of the eleventh board of directors of the company was held on July 7 by means of a communication vote, the proposing body of the meeting, the convener and the host of the meeting was Chairman Liu Ke, the meeting should be attended by 9 directors, 9 directors were actually present, and the company's supervisors and senior management attended the meeting as observers. According to the Articles of Association of the Company and the Rules of Procedure of the Board of Directors of the Company, the board of directors shall convene an extraordinary meeting when the chairman of the board of directors deems it necessary. Therefore, the proposed subject of this meeting complies with the provisions of laws and regulations and the Articles of Association of the Company.

Secondly, in accordance with the Articles of Association of the Company and the Rules of Procedure of the Board of Directors of the Company, the Board of Directors shall convene an extraordinary meeting of the Board of Directors within 5 days before the meeting. If the situation is urgent and requires the convening of an extraordinary meeting of the Board of Directors as soon as possible, the notice of the meeting may be given at any time by telephone or other oral means. In view of the urgency of the matters involved in this meeting, Mr. Liu Ke proposed to waive the time limit of 5 days' advance notice of the board of directors, and all directors voted to agree to the exemption.

Thirdly, Liu Ke announced the topics discussed by the board of directors and the specific matters to be decided, and the directors attending the meeting had a full discussion on the topics and the content of the specific matters described, and voted on the topics and the contents of the plan by means of a communication vote.

Finally, the meeting deliberated and passed the "Proposal on the Matters Concerning the Change of Commitments of Relevant Entities" and the "Proposal on Convening the First Extraordinary General Meeting of Shareholders of the Company in 2021", and the independent directors of the Company expressed their independent opinions on the relevant proposals.

Therefore, Xinchao Energy said that the proposed subject, convocation, convening procedure and related proposal content of this meeting comply with the provisions of relevant laws and regulations.

The disclosure of information is true and accurate

In response to the question of "whether the company has the circumstances of including relevant shareholders in the applicant's own list in the "Proposal on the Change of Commitments of Relevant Entities", Xinchao Energy replied that the above proposal was formed after some shareholders submitted an application for cancellation of commitments, and the company and the relevant shareholders were confirmed by communication.

Specifically, the Company has received "Application Letters requesting the termination of commitments" from shareholders such as Beijing Lund Kaiyuan Venture Capital Center (Limited Partnership), Ningbo Zhongying Huayuan Equity Investment Partnership (Limited Partnership), Shanghai Zhenghong Guangyi Equity Investment Center (Limited Partnership), Beijing ZHONGJIN Junhe Venture Capital Center (Limited Partnership), and Beijing Zhongjin Tonghe Venture Capital Center (Limited Partnership).

On April 28, 2020 and May 6, 2020, respectively, ningbo Guojin Sunshine Equity Investment Center (Limited Partnership), a shareholder of the Company, issued documents requesting the lifting (revocation) of the authorization of the nomination rights and voting rights of Ningbo Guojin Sunshine to Jin Zhichangsheng corresponding to the shares of Xinchao Energy held by Ningbo Guojin Sunshine, and will exercise its shareholder rights as a shareholder of Xinchao Energy.

The executive partners of Shanghai Dongjun Huizun Investment Management Center (Limited Partnership) and Shanghai Dongjun Jinhao Investment Management Center (Limited Partnership) of the Company are both Shanghai Dongjun Asset Management Co., Ltd., and the limited partners are Shanghai Junrong Asset Management Co., Ltd. (Shanghai Junrong Asset Management Co., Ltd. is also a wholly-owned shareholder of Shanghai Dongjun Asset Management Co., Ltd.). The company had issued an inquiry notice in the form of WeChat to the relevant person in charge of Shanghai Junrong Asset Management Co., Ltd. whether to apply for the cancellation of the aforementioned commitment, and obtained a reply from the other party. After the company disclosed the "Announcement of the Resolution of the Ninth (Provisional) Meeting of the Eleventh Board of Directors", the relevant person in charge forwarded to the company the "Letter of Not Applying for The Cancellation of the Commitment and Requesting the Withdrawal or Correction of the Relevant Announcement" issued by Shanghai Dongjun Huizun Investment Management Center (Limited Partnership), and at the same time requested the withdrawal of the application for shanghai Dongjun Jinhao to change the commitment in the form of WeChat notification.

Xinchao Energy also said that although the company has communicated and confirmed with the relevant shareholders, considering that some shareholders may withdraw their applications and other repeated situations, based on the principle of prudence, the company has stated in the "Proposal on the Change of Commitments of Relevant Entities" submitted to the Extraordinary General Meeting of Shareholders for consideration: "If the relevant shareholders do not apply for the cancellation of the commitment, it is deemed that such shareholders voluntarily continue to perform the existing commitments; regardless of whether the proposal is passed after the shareholders' meeting is deliberated, such shareholders will continue to fulfill their commitments." If no directors or supervisors are nominated to the company, and if no application is made for the cancellation of the commitment, it will not affect the requirement to recuse himself from voting. ”

In summary, Xinchao Energy said that the company did not have the situation of listing relevant shareholders in the applicant on its own, and the relevant information disclosure was true, accurate and complete.

In addition, Beijing Jingzhi Law Firm issued a legal opinion on matters related to the regulatory work letter and was entrusted by Xinchao Energy for consultation.

The lifting of commitments is more conducive to corporate governance

Regarding the background of the above-mentioned "Proposal on the Change of Commitment Matters of Relevant Entities", according to the previous announcement of Xinchao Energy, the board of directors believes that in the process of major asset restructuring projects of Zhejiang Benbao, Dingliang Huitong and Xinchao Energy, based on the purpose of maintaining (not affecting or not seeking) Liu Zhichen's status as the actual controller of Xinchao Energy at the time, some shareholders made special arrangements: they promised that they would not nominate directors and supervisor candidates to Xinchao Energy during the period of holding shares issued by Xinchao Energy. However, since June 2018 (2017 Annual General Meeting of Shareholders), the control of the company has changed, Liu Zhichen is no longer the actual controller of Xinchao Energy, and Xinchao Energy now has no actual controller, and the performance of the above commitments is no longer practically necessary. Therefore, in view of the changes in the objective environment, in order to better safeguard the rights and interests of listed companies, upon the application of CICC Junhe and other shareholders, the above-mentioned shareholders have the right to nominate candidates for directors and supervisors of the company from the date when the proposal is deliberated and approved by the shareholders' general meeting.

Fan Xiaochuan, a director of the company, also said that due to historical reasons, only a few of the company's top 50 shareholders, such as Jin Zhi changsheng, Mianyang Taihe and Shanghai Customs Mountain, have the right to nominate, the problem of different rights in the same shares is prominent, and the majority of shareholders fail to exercise their rights normally, which also indirectly leads to minority shareholders abusing shareholder rights, disrupting the normal operating order of the company, and lifting commitments is more conducive to the company's standardized governance and better safeguarding the legitimate rights and interests of listed companies and shareholders.

In the first half of the year, Xinchao Energy achieved operating income of 2.109 billion yuan, net profit attributable to shareholders of listed companies was 303 million yuan, an increase of 200.87% over the same period of the previous year, and in the secondary market, today's stock price rose and stopped, and the stock price rose by 24.84% in the past 5 trading days.