证券代码：600777 证券简称：*ST 新潮 公告编号：2025-067 2025 年 6 月 30 日，公司收到提请召集人提交的《关于提请山东新潮能源股 份有限公司监事会召集召开公司 2025 年第三次临时股东大会的函》等文件。 山东新潮能源股份有限公司关于 收到股东自行召集临时股东大会通知的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 2025 年 7 月 8 日，山东新潮能源股份有限公司（以下简称"公司"）收到深 圳市宏语商务咨询有限公司、宁波国金阳光股权投资中心（有限合伙）、内蒙古 伯纳程私募基金管理有限公司-伯纳程芯茂会世 1 号私募证券投资基金、陈开军、 宋娟、王震等 6 名股东（以下称"召集人"或"提请召集人"）提交的《关于股东 自行召集召开公司 2025 年第三次临时股东大会的函》（以下简称"《自行召集 召开函件》"）等文件，召集人拟于 2025 年 7 月 24 日自行召集公司 2025 年第 三次临时股东大会审议深圳市宏语商务咨询有限公司、陈开军、宋娟、王震（以 下称"提案人"）提出的关于董事会、 ...

Core Viewpoint - The issuance of a "non-standard" audit report by Lixin Accounting Firm for ST Xinchao (600777) has sparked significant market discussion, raising questions about the professionalism and diligence of the audit process, especially given the conflicting opinions with previous auditors and international firms [1][2]. Group 1: Audit Report Details - Lixin's audit report is the first "non-standard" financial report in ST Xinchao's history and contradicts the opinions of top international audit firms, leading to investor skepticism regarding Lixin's professionalism [2]. - The audit covered a retrospective period of ten years, with ST Xinchao providing detailed asset lists and historical audit reports from its U.S. subsidiary, which consistently received standard unqualified opinions from Forvis Mazars, a top-ranked firm [2][3]. - Discrepancies were noted between the oil well information reported by the U.S. Railway Commission and ST Xinchao's operational data, with the company attributing these differences to variations in data collection methods over the years [3][4]. Group 2: Professionalism and Diligence - Lixin's report highlighted differences in accounts receivable and transaction amounts from customer confirmations, with the discrepancies being minor relative to the total amounts confirmed [4][5]. - The board of ST Xinchao emphasized that the minor discrepancies cited by Lixin were negligible and had already been resolved, questioning the necessity of a non-standard opinion based on these findings [5][6]. - The board also pointed out that Lixin's request for detailed asset records was inconsistent with industry practices in the U.S., where oil and gas assets are typically managed at a broader level [6][7]. Group 3: Market Response and Implications - The board of ST Xinchao called for a better understanding of the differences in industry practices and legal environments between China and the U.S., urging market intermediaries to objectively assess these factors [7]. - Despite the non-standard opinion, investors noted that the audit did not reveal any significant financial deficiencies, alleviating concerns about potential financial fraud and reducing the risk of delisting due to reporting issues [7].

Group 1: Company Performance - In 2024, the company achieved an operating income of 8.362 billion yuan and a net profit attributable to the parent company of 2.036 billion yuan, maintaining a stable development amidst industry challenges [2] - The company's net cash flow from operating activities was 7.233 billion yuan, showing a growth trend year-on-year [2] - As of the end of 2024, the total assets of the company reached 35.422 billion yuan, a year-on-year increase of 5.48%, marking five consecutive years of growth [2] Group 2: Oil and Gas Production - In 2024, the company set a historical record in oil and gas production, with a total production of 22.681 million barrels of oil equivalent, an increase of 1.88% year-on-year [3] - The reported crude oil production was 15.5503 million barrels, a decrease of 3.22% year-on-year, while natural gas production increased by 15.14% to 7.1307 million barrels of oil equivalent [3] Group 3: Audit Report Issues - The audit firm, Lixin, issued an audit report with a disclaimer of opinion for the company's 2024 financial report, citing insufficient evidence to form an opinion [4] - The company provided extensive documentation to Lixin, including 70 batches of 14,553 documents and facilitated 50 interviews, but still faced challenges in addressing the audit concerns [4][5] - The company highlighted that it had provided standard unqualified audit opinions from a top-ranked U.S. accounting firm for its U.S. subsidiary, indicating a disparity in audit opinions between U.S. and Chinese firms [5]

证券代码：600777 证券简称：ST 新潮 公告编号：2025-065 山东新潮能源股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 公司于 2025 年 7 月 4 日召开第十二届董事会第十七次会议审议通过了《关 于取消监事会并修订 <公司章程> 的议案》。本议案需提交股东大会审议。现将有 关情况公告如下： 一、取消监事会并修订 <公司章程> 的原因及依据 根据 2024 年 7 月 1 日起实施的新《中华人民共和国公司法》、中国证监会于 以及《上市公司章程指引》、《上海证券交易所股票上市规则》等相关法律法规、 规范性文件的规定，并结合公司实际情况，公司拟取消监事会，并对《公司章程》 中的相关条款进行修订并办理工商备案。《监事会议事规则》等监事会相关制度 相应废止。 二、《公司章程》的修订情况 此次修订涉及《公司章程》全篇，为突出本次修订的重点，本公告仅就重要 条款的修订对比作出展示，其余只涉及"股东大会""监事"等部分文字表述的 调整内容及条款序号等变化将不再逐一比对： 修订前 修订后 第一条 为了维护 ...

募集资金使用管理办法 （2025 年 7 月） 第一章 总则 第一条 为了规范山东新潮能源股份有限公司（以下简称"公司"） 募集资金的使用和管理，提高募集资金使用效益，切实保护投资者的 利益，根据《中华人民共和国公司法》、《中华人民共和国证券法》、 《上市公司证券发行注册管理办法》、《上海证券交易所股票上市规 则》和《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》等有关法律法规、规范性文件和公司章程的规定，结合公司的实 际情况，制定本管理办法。 第二条 本办法所指募集资金是指公司通过发行股票及其衍生 品种，向投资者募集并用于特定用途的资金；超募资金是指实际募集 资金净额超过计划募集资金金额的部分。 第三条 公司董事和高级管理人员应当勤勉尽责，督促公司规范 使用募集资金，自觉维护公司募集资金安全，不得参与、协助或纵容 公司擅自或变相改变募集资金用途。 第四条 公司控股股东、实际控制人及其他关联人不得直接或者 间接占用或者挪用公司募集资金，不得利用公司募集资金及募集资金 投资项目（以下简称"募投项目"）获取不正当利益。 第五条 募投项目通过公司的子公司或公司控制的其他企业实 施的，公司应当确保该子公 ...

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].