Meeting Information - The fourth temporary shareholders' meeting of the company will be held on July 25, 2025, at 15:00 [1] - The meeting will be conducted using a combination of on-site and online voting methods [1] - The location for the on-site meeting is at the company's office in Beijing [1] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with specific time slots for voting on the meeting day [1][2] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] - Invalid votes will be counted if the number of votes exceeds the number of shares held [4][5] Agenda Items - The meeting will review several proposals, including the personnel remuneration management system and a return plan for 2025-2027 [2][3] - The proposals have been approved by the company's board and supervisory committee in previous meetings [2][3] Attendance and Registration - Only shareholders registered by the close of trading on July 22, 2025, are eligible to attend the meeting [6] - Registration can be done in person or via mail/fax for remote shareholders [6] Additional Information - The company has provided a proxy authorization form for shareholders who wish to delegate their voting rights [7][8] - Detailed instructions for cumulative voting for directors and independent directors are included in the meeting materials [9][10]

Core Viewpoint - The company has established a three-year shareholder dividend return plan (2025-2027) to ensure a scientific, sustainable, and stable dividend decision-making and supervision mechanism, aiming to protect investors' rights and interests and enhance shareholder value [1][2]. Group 1: Considerations and Principles of the Dividend Return Plan - The dividend return plan is designed with a focus on the company's long-term and sustainable development, considering actual conditions, development goals, external financing environment, and social capital costs [1]. - The plan aims to balance short-term and long-term interests of shareholders while ensuring continuity and stability in the company's dividend distribution policy [1][2]. Group 2: Specific Content of the Dividend Return Plan - The company may distribute profits through cash dividends, stock dividends, or a combination of both, prioritizing cash dividends when conditions allow [2][3]. - Profit distribution can occur once per fiscal year, typically reviewed at the annual shareholders' meeting, with the possibility of mid-term cash dividends based on operational conditions [2][3]. - Cash dividends will be implemented when certain conditions are met, including positive after-tax profits and sufficient cash flow, without affecting the company's ongoing operations [2][3][4]. Group 3: Conditions and Proportions for Cash Dividends - The board of directors will consider industry characteristics, development stages, operational models, and other factors to propose differentiated cash dividend policies [4]. - The minimum proportion of cash dividends in profit distribution should reach 80%, 40%, or 20% depending on specific circumstances [4][5]. - The company may also consider share buybacks as part of the cash dividend calculation [4]. Group 4: Procedures for Profit Distribution - The profit distribution plan must be reviewed by the board and submitted to the shareholders' meeting for approval, with the audit committee providing opinions on the plan [5]. - Independent directors must express their opinions on the profit distribution policy, and any non-acceptance of their views must be disclosed [5][6]. Group 5: Adjustment Mechanism for Profit Distribution Policy - The company can adjust its profit distribution policy if it does not align with operational conditions or long-term development goals, considering the opinions of minority shareholders [5][6].

General Principles - The compensation management system for directors and senior management aims to establish an effective incentive and restraint mechanism to enhance work motivation and improve management efficiency [1] - The system applies to all directors and senior management of the company [1] - Compensation management follows principles of fairness, alignment of responsibilities and performance, long-term interests, and a balance of incentives and constraints [1] Compensation Structure and Distribution - Non-independent directors receive compensation based on their specific roles and responsibilities, without separate director allowances [2] - Independent directors receive fixed allowances approved by the shareholders' meeting and are reimbursed for travel expenses related to board meetings [2] - Senior management compensation consists of basic salary, performance bonuses, and operational bonuses, with each component determined by various factors including job responsibilities and performance [2] Compensation Determination Process - The compensation and assessment committee of the board is responsible for setting performance standards and reviewing compensation policies [3] - The process for determining specific compensation involves performance assessments and recommendations based on the results [3] - The board of directors and shareholders' meeting are responsible for approving the compensation plans for senior management and directors, respectively [3] Salary Adjustment - The compensation system should adapt to the company's development strategy and operational changes [5] - Salary adjustments are based on regional and industry salary trends, inflation, company performance, and individual performance [5] - The board can approve special rewards or penalties for specific circumstances as a supplement to regular compensation [5] Other Incentives - The company may implement equity incentive plans for non-independent directors and senior management to provide long-term incentives [6] - Performance assessment indicators must be established as conditions for exercising equity rights [6] - The compensation and assessment committee can propose additional incentive schemes to enhance performance and achieve operational goals [6]

Core Points - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of investors' rights [1][2] - The controlling shareholder and actual controller must act in good faith, comply with laws and regulations, and maintain the company's independence [2][4] - A leadership group has been set up to supervise and manage the prevention of fund occupation by the controlling shareholder and related parties [3][4] Summary by Sections General Principles - The system aims to regulate financial transactions between the company and its controlling shareholder, actual controller, and related parties, based on relevant laws and regulations [1] - The controlling shareholder and actual controller are prohibited from infringing on the company's interests in any manner [1] Prevention Principles - The company must not provide funds to the controlling shareholder or related parties through various means, including covering expenses or lending money [1][2] - The controlling shareholder and actual controller must commit to not transferring their shares until all occupied funds are returned [2] Responsibilities and Measures - The company's board of directors and shareholders' meeting are responsible for reviewing and approving related party transactions [2][3] - The company must establish a long-term mechanism to prevent fund occupation by the controlling shareholder and related parties [3] Leadership and Oversight - A leadership group led by the chairman has been established to oversee the prevention of fund occupation [3] - The company must conduct self-inspections regarding any financial transactions with the controlling shareholder and related parties [3][4] Legal Actions and Compensation - In cases of asset infringement by the controlling shareholder or related parties, the board must take effective measures to stop the infringement and seek compensation [4] - Funds occupied by the controlling shareholder must generally be repaid in cash, with strict controls on non-cash asset repayments [4][5] Payment Procedures - The company must adhere to strict procedures for payments related to transactions with related parties to prevent improper fund occupation [5][6] - The finance department must ensure that all payments are approved by the financial director and the chairman [5][6] Accountability and Penalties - The board may impose penalties on directors and senior management who assist or condone fund occupation by the controlling shareholder [6] - Legal responsibilities will be pursued against individuals in subsidiaries or affiliated companies that violate this system and cause investor losses [6] Miscellaneous - The system will take effect upon approval by the shareholders' meeting [7]

General Provisions - The rules are established to regulate the organization and behavior of the company, ensuring that the shareholders' meeting exercises its powers according to the Company Law and relevant regulations [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings to ensure shareholders can exercise their rights [2][3] Shareholders' Meeting Convening - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [7] - Independent directors can propose the convening of a temporary shareholders' meeting, and the board must respond within 10 days [8] - Shareholders holding more than 10% of the company's shares can request a temporary shareholders' meeting, and the board must respond within 10 days [10] Proposals and Resolutions - Proposals must fall within the powers of the shareholders' meeting and comply with legal and regulatory requirements [14] - Shareholders holding 1% or more of the shares can submit temporary proposals 10 days before the meeting [15] - The notice for the annual shareholders' meeting must be sent 20 days in advance, while temporary meetings require a 15-day notice [16] Meeting Procedures - The shareholders' meeting must be held at the company's registered location or a location specified in the articles of association [21] - Shareholders can attend in person or appoint proxies to exercise their voting rights [22] - The meeting must be conducted in an orderly manner, and measures should be taken to prevent disruptions [23] Voting and Decision Making - Each share carries one vote, and shareholders must declare their voting intentions as agree, disagree, or abstain [37] - The results of the voting must be announced immediately after the meeting, and the resolutions must be disclosed promptly [40] - The company must ensure that resolutions passed at the shareholders' meeting are executed in accordance with the decisions made [49] Information Disclosure - The company is responsible for disclosing information related to the shareholders' meeting and its resolutions as per legal requirements [52] - The chairman of the board or an authorized director is responsible for public disclosures [53] Amendments and Interpretations - Any amendments to these rules must be approved by the shareholders' meeting [59] - The board of directors holds the authority to interpret these rules [60]

洲际油气股份有限公司 独立董事工作制度 第一章 总则 第一条 为了完善洲际油气股份有限公司（以下简称"公司 "或"本公司 "） 的治理结构，促进公司规范运作，维护公司整体利益，保障全体股东特别是中小 股东的合法权益不受损害，根据《中华人民共和国公司法》 （以下简称《公司法》） 《中华人民共和国证券法》( 以下简称《证券法》)，中国证券监督管理委员会 （以下简称"中国证监会"）颁布的《上市公司独立董事管理办法》 （以下简称《独 立董事管理办法》）《上市公司治理准则》，上海证券交易所颁布的《上海证券交 易所股票上市规则》、 《上海证券交易所上市公司自律监管指引第 1 号——规范运 作》等法律、行政法规、规范性文件和《洲际油气股份有限公司章程》（以下简 称"公司章程 "）的有关规定，制定本制度。 第二条 独立董事是指不在本公司担任除董事外的其他职务，并与公司及其 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务。独立董事应当按 照有关法律、行政法规、中国证券监督管理委员会规定、证券交易所业务规则和 公司章程的规定，认 ...

Group 1 - The core viewpoint is that China leads the world in the production of various agricultural products, including grains, meat, peanuts, tea, and fruits, with over 20% of global grain production originating from China [1] - The energy self-sufficiency rate in China remains above 80%, with projections indicating that total oil and gas production will exceed 400 million tons of oil equivalent in 2024, and electricity generation will reach 10 trillion kilowatt-hours [1]

Group 1 - China National Offshore Oil Corporation (CNOOC) has appointed Zhang Chuanjiang as the new chairman, effective from July 8, 2023 [1] - Zhang Chuanjiang has extensive experience in the energy sector, having held various leadership positions in companies such as China Shenhua Coal to Liquid and China Datang Corporation [1] - The previous chairman, Wang Dongjin, stepped down from his roles, including non-executive director and chairman, effective April 23, 2025 [1] Group 2 - Wang Dongjin has a long career in the oil industry, having worked in various capacities within China National Petroleum Corporation (CNPC) before joining CNOOC in 2018 [2][3] - In the first quarter of 2023, CNOOC reported a revenue of 106.85 billion yuan, a year-on-year decrease of 4.1%, and a net profit attributable to shareholders of 36.56 billion yuan, down 7.9% year-on-year [3]

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].

Core Viewpoint - Zhang Chuanjiang has been focusing on energy integration, increasing reserves and production, cost reduction and efficiency improvement, and green transformation during his first month as Chairman of CNOOC [1][2][4] Group 1: Key Activities and Focus Areas - Zhang has participated in multiple meetings and research activities, emphasizing the integration of oil and gas with various new energy projects [1][2] - On June 18, during a work survey at CNOOC, he highlighted the need for the integration of oil and gas with new energy and the development of marine energy [1] - On June 19, he stressed the importance of high-quality development in overseas operations and optimizing asset layout [2] - He visited Tianjin from June 25 to 26, focusing on enhancing energy security through key areas such as increasing reserves and production, cost reduction, and technological innovation [2] - On June 27, he called for increased forward-looking research to gain a competitive advantage in future industries [2] Group 2: Strategic Initiatives - Zhang aims to establish a "wind-solar-storage-hydrogen" green energy production base, leveraging offshore oil field electricity needs to develop surrounding offshore wind and solar projects [4] - He emphasized the importance of carbon capture and storage (CCUS) technologies and the integration of various energy projects to promote sustainable energy development [4] - On July 2, he acknowledged the achievements of the research institute in supporting CNOOC's high-quality development through technological advancements [4] - He has called for a focus on exploration and production, particularly in large and medium-sized oil and gas fields, to enhance reserve management capabilities [6] - Zhang has also highlighted the need for a world-class natural gas trading company, balancing profit and sales while expanding market presence [9]