Core Viewpoint - Shandong Xinchao Energy Co., Ltd. reported a significant decline in revenue and net profit for 2024, with a net profit of approximately 2.04 billion RMB and a negative retained earnings balance, leading to a proposal of no cash dividends for shareholders [2][3][13]. Company Overview - The company operates primarily in the exploration, development, and sales of oil and gas, with all assets located in the Permian Basin of Texas, USA [4][5]. - The company has undergone structural adjustments to enhance its oil and gas asset holdings and ensure sustainable development [4][5]. Financial Performance - In 2024, the company achieved a total revenue of 8.36 billion RMB, a decrease of 5.50% from the previous year [8][13]. - The net profit attributable to the parent company was 2.04 billion RMB, with a negative retained earnings balance of approximately -2.54 billion RMB at year-end [2][8]. - The company reported a basic earnings per share of 0.2993 RMB, down 21.59% from the previous year [10][13]. Industry Trends - International oil prices experienced a slight decline, with WTI closing at 72.44 USD per barrel at the end of 2024, a decrease of 1.40% from 2023 [3][4]. - The number of operational drilling rigs in the U.S. decreased to an average of 599 in 2024, down 12.81% from 2023 [4][5]. - The U.S. upstream oil and gas industry has shown strong merger and acquisition activity, indicating a trend of consolidation among major energy companies [4][5].

Group 1 - The board meeting of Shandong Xinchao Energy Co., Ltd. was held, with all directors present, and one director voted against several resolutions due to lack of external audit support [1][2] - The board approved the 2024 annual work report, with a vote of 6 in favor and 1 against, where the opposing director expressed concerns regarding performance and asset statements lacking external audit conclusions [1][2] - The 2024 annual report and summary were also approved, with similar voting results, and the opposing director reiterated concerns about the lack of external audit support for certain statements [2][3] Group 2 - The board approved the 2024 internal control evaluation report, with a vote of 6 in favor and 1 against, where the opposing director acknowledged improvements but noted further enhancements were needed [4] - The 2024 financial settlement report was approved with the same voting results, and the opposing director raised concerns about the lack of external audit conclusions [4][5] - The board approved the 2024 profit distribution plan with unanimous support, indicating no profit distribution for the year [5] Group 3 - The board approved a report on the use of raised funds, with unanimous support, reflecting compliance with regulations [6] - A proposal for the subsidiary Moss Creek Resources, LLC to continue oil and gas hedging activities was approved, with a cap on hedging volume set at 90% of proven reserves [7] - The 2024 social responsibility report was approved, with one director opposing due to concerns about performance-related statements lacking external audit support [11][12] Group 4 - The board approved the 2025 Q1 report, confirming compliance with regulatory requirements, with unanimous support [8] - A special report on the independence of independent directors was approved, with three directors abstaining from the vote [9] - The board approved a report evaluating the performance of the accounting firm, with one director opposing due to conflicting audit conclusions [10][11] Group 5 - The board approved the cancellation of the supervisory board and amendments to the company’s articles of association, with unanimous support [12] - The board proposed revisions to various governance rules, which were also approved unanimously [12][13] - The board provided special explanations regarding audit reports that could not be issued, with one director opposing due to lack of external audit support [13][14]

Core Viewpoint - The company plans not to distribute profits for the fiscal year 2024, which includes no cash dividends, no bonus shares, and no capital reserve transfer to share capital [1][2][3] Summary by Sections Profit Distribution Plan - The profit distribution plan for 2024 is to not distribute cash dividends, not issue bonus shares, and not conduct capital reserve transfers to share capital [1][2] - This plan is subject to approval at the company's 2024 annual general meeting [1][2] Financial Performance - For the fiscal year 2024, the company reported a consolidated net profit of approximately 2.04 billion yuan, with the net profit attributable to the parent company also being 2.04 billion yuan [1] - As of December 31, 2024, the parent company's undistributed profit balance was approximately -2.54 billion yuan, while the consolidated undistributed profit was approximately 7.33 billion yuan [2][3] Reasons for Negative Undistributed Profit - The negative undistributed profit in the parent company is attributed to the operational results of its U.S. subsidiary, which has accumulated profits over the years [3] - The company does not meet the conditions for distributing cash dividends or bonus shares due to the negative profit balance [3] Measures to Address Financial Issues - The company plans to amend its articles of association to allow the use of capital reserves to cover accumulated losses [3] - The company is actively seeking to resolve historical issues related to its banking relationships and aims to lift the freeze on its bank accounts [5] Decision-Making Process - The board of directors approved the profit distribution plan during a meeting held on July 4, 2025, and it will be submitted for shareholder approval [6] - The supervisory board also agreed with the decision to not distribute cash dividends for 2024 [6]

Meeting Overview - The supervisory board meeting of Shandong Xinchao Energy Co., Ltd. was attended by all supervisors, with some voting against certain proposals [1][3][5] - The meeting reviewed and passed several reports and proposals, including the 2024 annual supervisory work report and the 2024 annual report [3][4][6] Voting Results - The 2024 annual supervisory work report was approved with 2 votes in favor and 1 against, with dissenting opinions based on the audit report issued by the accounting firm [3][4] - The 2024 annual report and summary were also approved with similar voting results, again with dissenting opinions regarding the audit report [4][6] - The proposal for the 2024 internal control evaluation report was approved with 2 votes in favor and 1 against, citing the same audit concerns [4][6] - The 2024 financial settlement report was approved with 2 votes in favor and 1 against, with dissenting opinions based on the audit report [4][6] Profit Distribution and Fund Usage - The supervisory board agreed not to distribute cash dividends for the 2024 fiscal year, with unanimous support from all voting members [5] - The report on the use of raised funds for 2024 was approved unanimously [5] Future Proposals and Changes - The board approved the 2025 first-quarter report with 2 votes in favor and 1 against, again citing audit concerns [6] - A proposal to cancel the supervisory board and amend the company’s articles of association was approved unanimously, aligning with new legal requirements [7] - The board also discussed the audit reports that received "unable to express an opinion" from the accounting firm, with dissenting votes based on these findings [8] Shareholder Meeting Request - The supervisory board reviewed a request from shareholders to convene an extraordinary general meeting, which was ultimately not approved due to procedural issues and lack of valid proposals [9][10][15] - The board emphasized that the request did not meet legal requirements for valid proposals, leading to the decision to reject the call for a meeting [15][17]

Core Viewpoint - The board of Shandong Xinchao Energy Co., Ltd. expresses disagreement with the audit firm's inability to provide an opinion on the internal control audit report, asserting that they have provided sufficient documentation and cooperation during the audit process [1][2][17]. Group 1: Internal Control Audit Report - The audit firm, Lixin, issued an internal control audit report for the fiscal year 2024, stating it could not express an opinion due to insufficient evidence regarding oil and gas asset management, employee compensation, and royalty payments [1][2]. - The board claims to have provided 70 batches of documents totaling 14,553 files and facilitated 50 interviews to support the audit process [2][3]. Group 2: Oil and Gas Assets - The oil and gas assets in question are primarily held by the company's U.S. subsidiary in Texas, with accounting practices aligned with U.S. regulations and industry standards [2][3]. - The company has provided detailed asset lists and records based on the audit firm's requests, including information that deviates from typical industry practices [3][4]. Group 3: Employee Compensation - The board highlights that the employee compensation structure is market-driven, with total compensation representing only 5.03% of total revenue, and the average revenue per employee is 30.74 million RMB [11][12]. - The company has faced challenges in providing detailed employee compensation data due to privacy concerns and legal restrictions in the U.S. [10][11]. Group 4: Revenue Recognition - The revenue in question pertains to net income generated from oil and gas extraction and sales by the U.S. subsidiary, with total sales revenue reduced by royalties owed to mineral rights owners [12][13]. - The audit firm sent 17 confirmation letters to clients, covering 100% of the subsidiary's oil and gas sales revenue, with all responses received [12][13]. Group 5: Internal Control Deficiencies - The audit report identified significant deficiencies in internal controls related to the management of subsidiaries, particularly following revisions to the subsidiary management system [17][20]. - The board argues that the revisions do not weaken control over subsidiaries and comply with relevant laws and regulations [20]. Group 6: Future Measures - The company plans to enhance its internal control systems and conduct self-assessments to address the audit firm's concerns and improve compliance with regulatory requirements [20].

山东新潮能源股份有限公司 2024 年度社会责任报 山东新潮能源股份有限公司 山东新潮能源股份有限公 社会责任报告 山东新潮能源股份有限公司 2024年度社会责任报告 一、关于本报告 本报告是山东新潮能源股份有限公司自2014年起连续第十一年发布的社会 责任报告。报告阐述了2024年公司在环境保护、社会责任、公司治理等方面作 出的努力，回应利益相关方的期望与关切。 组织范围 本报告编写对象为山东新潮能源股份有限公司，为便于表达，在报告的表 述中分别使用"ST新潮"、"新潮能源"、"公司"、"我们"等。 时间范围 本报告为山东新潮能源股份有限公司发布的年度社会责任报告，报告期 为2024年1月1日至2024年12月31日，为增强报告可比性及前瞻性，部分内容有所 延伸。 内容说明 公司承诺本报告内容不存在任何虚假记载、误导性陈述或重大遗漏。本报 告所使用数据均来自公司的正式文件和统计报告。 编制流程 本报告编写经过国内外企业社会责任标准分析、同行业企业社会责任报告 对标、社会责任访谈与培训、管理层审定等步骤，确保报告信息客观、规范、诚 信、透明。 ?上海证券交易所《上海证券交易所上市公司自律监管指引第1号—规范运 ...

Core Viewpoint - Shandong Xinchao Energy Co., Ltd. will continue to engage in oil and gas hedging activities through its wholly-owned subsidiary Moss Creek Resources, LLC, to mitigate the adverse effects of international oil and gas price fluctuations on its operations [1][2]. Summary by Sections Transaction Overview - The purpose of the hedging activities is to avoid negative impacts from price fluctuations in international oil and gas markets, with a focus on hedging rather than speculation or arbitrage [2]. - The hedging instruments will include futures and derivatives related to oil and gas [2]. - The hedging business will be valid for 24 months from the board's approval, with annual reviews [3]. - The total hedging scale will not exceed 90% of Moss Creek's proven developed producing (PDP) oil reserves within the specified timeframe [3]. - The maximum contract value held on any trading day will not exceed 50% of the audited net assets attributable to the parent company for the year 2024 [3]. - The funding for the hedging activities will come entirely from the company's own funds, without involving raised capital [3]. Approval Process - The proposal for the hedging activities was approved by the company's 12th Board of Directors on July 4, 2025, and does not require submission to the shareholders' meeting for approval [2][4]. Risk Analysis and Control Measures - The company aims to mitigate risks associated with commodity price fluctuations and exchange rate volatility through its hedging activities, avoiding exposure and risks [4]. - Identified risks include market risk, operational risk, credit risk, regulatory risk, and force majeure [4]. - To manage these risks, the company will strictly monitor the hedging scale, ensuring alignment with Moss Creek's proven oil reserves and production capacity [5]. - Moss Creek will utilize the diversity of the U.S. oil and gas futures market, employing swaps, collars, and options to lock in actual settlement price ranges [5]. - Compliance with local laws and regulations will be strictly adhered to, with regular supervision of the hedging activities' compliance and internal control mechanisms [5]. Impact on the Company - The hedging activities are intended to reasonably mitigate risks associated with price fluctuations in oil and gas markets, without affecting the company's normal cash flow and main business operations [5]. - The company will apply relevant accounting treatments in accordance with the Ministry of Finance's accounting standards for hedging activities [5].

Summary of Key Points Core Viewpoint The report outlines the fundraising activities and the actual usage of funds by Shandong Xinchao Energy Co., Ltd. as of December 31, 2024, highlighting the total amount raised, the allocation of funds, and the management practices in place to ensure compliance with regulatory requirements. Group 1: Fundraising Overview - The company raised a total of RMB 2,099,999,974.86 through a non-public offering of 206,084,394 shares at RMB 10.19 per share, with a net amount of RMB 2,044,204,730.26 after deducting issuance costs [1][2] - As of December 31, 2024, the total amount used from the raised funds was RMB 1,553,953,785.42, with specific allocations for intermediary fees and operational funds for oilfield assets [2][3] Group 2: Fund Management Practices - The company has established a management system for fundraising that includes special account storage and strict approval procedures to ensure funds are used for their intended purposes [3][4] - Independent directors have the authority to inspect the usage of funds and can hire accounting firms for special audits [3] Group 3: Fund Usage Details - The company has utilized RMB 60 million for intermediary fees in 2016 and has allocated funds for operational costs related to Howard and Borden oilfield assets in subsequent years [2][5] - As of the end of 2024, the remaining balance of unused funds was RMB 655,775,150.75, with RMB 5,775,150.75 in special accounts [10][11] Group 4: Changes in Fund Usage - The company has made adjustments to the intended use of funds, reallocating amounts to enhance efficiency and returns, particularly for the Howard and Borden oilfield assets [7][8] - The company has also temporarily supplemented working capital with raised funds, which has not yet been fully returned to the designated accounts [8][9] Group 5: Audit and Compliance - The report has been audited by Lixin Accounting Firm, which confirmed that the fundraising and usage report complies with relevant regulations [6][9] - The independent financial advisor, Caitong Securities, noted that the company failed to return temporarily supplemented funds as required, and will continue to monitor the situation [9]

山东新潮能源股份有限公司 董事会审计委员会对会计师事务所 2024 年度履 行监督职责情况报告 根据《中华人民共和国公司法》《中华人民共和国证券法》《国有企业、上 市公司选聘会计师事务所管理办法》 《上海证券交易所上市公司自律监管指引第 司"）董事会审计委员会（以下简称"审计委员会"）本着勤勉尽责的原则，恪尽 职守，认真履职，现对立信会计师事务所（特殊普通合伙）2024 年度履行监督 职责的情况汇报如下： 一、 会计师事务所的基本情况 立信会计师事务所（特殊普通合伙） 序伦博士于 1927 年在上海创建，1986 年复办，2010 年成为全国首家完成改制 的特殊普通合伙制会计师事务所，注册地址为上海市，首席合伙人为朱建弟先 生。立信是国际会计网络 BDO 的成员所，长期从事证券服务业务，新证券法实 施前具有证券、期货业务许可证，具有 H 股审计资格，并已向美国公众公司会 计监督委员会（PCAOB）注册登记。 截至 2024 年末，立信拥有合伙人 296 名、注册会计师 2,498 名、从业人员 总数 10,021 名，签署过证券服务业务审计报告的注册会计师 743 名。 立信 2024 年业务收入（经审计）4 ...

山东新潮能源股份有限公司董事会 关于无法表示意见的内部控制审计报告涉及事项的专 项说明 立信会计师事务所（特殊普通合伙）（以下简称"立信"或"会计师"）作 为山东新潮能源股份有限公司（以下简称"公司"或"新潮能源"）2024 年度 财务报告内部控制的审计机构，对公司 2024 年度出具了无法表示意见的《内部 控制审计报告》（信会师报字〔2025〕第 ZA12833 号）。根据《上海证券交易 所股票上市规则》等相关规定的要求，公司董事会对该审计意见涉及事项说明如 下： 一、导致无法表示意见的事项 根据立信出具的《内部控制审计报告》，涉及事项如下： 二、董事会对《内部控制审计报告》无法表示意见所涉及事项的说明 公司董事会尊重立信的工作，但是对于立信出具的《内部控制审计报告》无 法表示意见所涉及的内容和依据，董事会有不同的意见。董事会认为在 2024 年 度内部控制审计过程中，公司董事会、董事会审计委员会、公司经营层、各子公 司已与立信进行了必要且充分的沟通，按照立信的要求向其提供了完整的年度审 计所需资料，并根据立信的审计要求进行积极配合。包括但不限于提供共 70 批 次涵盖 14,553 份文件的备审资料，组织 ...