Governance_海洋石油工程股份有限公司

Governance

COOEC has established a standardized and clear corporate governance structure and formed a scientific and effective mechanism of division of duties and checks and balances in accordance with laws and regulations such as the Company Law, the Securities Law, the Code on Governance of Listed Companies and the Rules for the Listing of Stocks on the Shanghai Stock Exchange, and followed the requirements of the China Securities Regulatory Commission, the Shanghai Stock Exchange and other regulatory bodies. The general meeting enjoys the powers stipulated in laws and regulations and the Articles of Association of COOEC, and exercises the right to make decisions on major matters such as COOEC's operation policy, fund raising, investment and profit distribution in accordance with the law; the Board of Directors is responsible to the general meeting, and exercises the right to implement the resolutions of the general meeting and the right to make business decisions within the scope of regulations in accordance with the law; the Board of Supervisors is responsible to the general meeting, and inspects and supervises COOEC's financial affairs, internal control and the performance of duties by senior officers, etc.; the management is responsible for organizing and implementing the resolutions of the general meeting and the board of directors and presiding over the daily operation and management of COOEC. There is no difference between the corporate governance and the requirements of the Company Law and the relevant regulations of the CSRC.

General Meeting of Shareholders
Board of Directors
Board of Supervisors

Wang Zhangling Chairman of the Board of Directors

Mr. Wang Zhangling, born in March 1968, senior engineer at professor level, master degree.From June 2003 to April 2007, served as the Manager of Engineering Construction Office of Tianjin Branch of CNOOC (China) Co., Ltd.; From April 2007 to December 2010, served as the General Manager of Specially Authorized Projects of CNOOC (China) Co., Ltd.; from December 2010 to February 2016, served as the Deputy General Manager of CNOOC Infrastructure Management Co., Ltd.; from March 2016 to August 2019, served as the General Manager of Engineering Construction Center of China National Offshore Oil Bohai Petroleum Administration; from August 2019 to November 2020, served as the Deputy General Manager of Procurement Department of China National Offshore Oil Corporation; from December 2020 to January 2025, served as the President of Offshore Oil Engineering Co., Ltd. From December 2020, served as a director of Offshore Oil Engineering Co., Ltd.; from April 2023 to present, served as Chairman of the Board of Directors of Offshore Oil Engineering Co., Ltd.

Peng Lei Director

Mr. Peng Lei, born in January 1975, Senior Engineer. He obtained a bachelor's degree in petroleum engineering from Jianghan Petroleum Institute in 1998 and a master's degree in petroleum and natural gas engineering from China University of Petroleum (East China) in 2009. Joined CNOOC in July 1998; from June 2006 to April 2010, served as the deputy manager and manager of Tanggu Base of Oilfield Chemical Division of China Oilfield Services Company Limited; from January 2010 to January 2016, served as the deputy general manager of Oilfield Chemical Division of China Oilfield Services Company Limited; from January 2016 to March 2020, served as the general manager of Oilfield Chemical Division of China Oilfield Services Company Limited; from March 2020 to March 2022, served as the deputy general manager of CNOOC Energy Technology & Services Limited; from March 2022 to January 2025, served as the Chairman of the Labor Union of Offshore Oil Engineering Co., Ltd. From May 2022, served as a director of Offshore Oil Engineering Co., Ltd.; from January 2025, served as the president of Offshore Oil Engineering Co., Ltd.

Liu Yiyong Director

Mr. Liu Yiyong, born in November 1971, and is a Senior Engineer. He is a master student in Structural Mechanics of Ship and Marine Engineering of Harbin Engineering University. Joined CNOOC Limited in July 1996 and served as an engineer, FPSO production supervisor, operating mechanism equipment supervisor and equipment director of Shenzhen Branch of CNOOC (China) Co., Ltd.; from May 2008 to December 2014, served as the Manager of Engineering Construction Department of Shenzhen Branch of CNOOC (China) Co., Ltd.; from December 2014 to April 2021, served as the general manager of Deepwater Engineering Construction Center of Shenzhen Branch of CNOOC (China) Co., Ltd.; from April 2021 to September 2022, served as the deputy general manager of Engineering Construction Department of China National Offshore Oil Corporation. From September 2022 until now, served as the deputy general manager of Engineering Technology Department of CNOOC Limited; since July 2023, also served as a director of Offshore Oil Engineering Co., Ltd.

Xin Wei Independent director

Mr. Xin Wei, born in August 1963, graduated from Tongji University with a bachelor’s degree and major in engineering geology in July 1985. Professor-level senior engineer, registered civil (geotechnical) engineer.
From July 1985 to June 1987, served as an assistant engineer of Comprehensive Survey Institute of Ministry of Construction; from June 1987 to May 1997, served as an engineer of Shanghai Municipal Engineering Design and Research Institute; from May 1997 to June 2003, served as Deputy General Manager and Chief Engineer of Shanghai Shizhen Geotechnical Engineering Co., Ltd.; from June 2003 to November 2003, served as the Deputy Chief Engineer of Shanghai Geotechnical Engineering Survey, Design and Research Institute; from November 2003 to December 2011, served as the Deputy Chief Engineer of Shanghai Geotechnical Engineering Survey, Design and Research Institute Co., Ltd.; from December 2011 to March 2018, served as Vice President of Shanghai Geotechnical Engineering Survey, Design and Research Institute Co., Ltd.; from March 2018 to November 2023, served as the Vice President of Shanghai Survey, Design and Research Institute (Group) Co., Ltd. From November 2023 to now, served as the consultant of Shanghai Survey, Design and Research Institute (Group) Co., Ltd.; since May 2021, also served as an independent director of Offshore Oil Engineering Co., Ltd.

Zheng Zhongliang Independent director

Mr. Zheng Zhongliang, born in May 1972, PhD in accounting from Wuhan University, member of the Accounting Society of China, certified public accountant (China), chartered certified accountant, associate professor, research associate at Institute of Finance and Banking, China Academy of Social Sciences.
From July 1994 to July 1995, served as an accountant of the Third Machine Tool Factory of Beijing Machinery Bureau; from July 1995 to September 1999, served as the financial manager and chief financial officer of Effigy International Engineering Company; from September 1999 to July 2006, studied at Beijing University of Technology and Wuhan University; from July 2006 to August 2007, served as an internal audit supervisor of CNOOC Limited; from September 2007 to September 2011, conducted postdoctoral research at Antai School of Economics and Management, Shanghai Jiao Tong University; from September 2011 to September 2013, worked as an associate researcher at the Ministry of Commerce of the People's Republic of China. From September 2013 to present, served as an associate professor, chief finance officer and director of the accounting special master's program at the School of Economics and Management, China Agricultural University; from December 2019 to present, also served as an independent director of Endorsement Technology; since May 2021, also served as an independent director of Offshore Oil Engineering Co., Ltd.

Xing Wenxiang Independent director

Mr. Xing Wenxiang, born in 1963, a Chinese national, Bachelor of Philosophy from Liaoning University, Master of National Economic Management from Liaoning University, Doctor of Chinese Philosophy from Hebei University, professor and doctoral supervisor.
Successively taught at Liaoning Youth Cadre College, Chengdu Neusoft University, Chengdu University of Technology, Central University of Finance and Economics, Hebei Agricultural University, City University of Macau and China University of Geosciences. Served as Secretary of the Youth League Committee and Director of the Office of Liaoning Youth Cadre College; presided over the establishment of Chengdu Neusoft University and served as the person in charge of the establishment; served as Director of Professional Manager Institute of Chengdu University of Technology and leader of project management discipline construction; served as Director of Publicity Department and Director of News Center of Central University of Finance and Economics; served as Assistant President of Hebei Agricultural University; served as Vice President, Provost and Dean of the School of Management, City University of Macau; served as a member of Major Project Office of China University of Geosciences. Successively served as Deputy Director of the Propaganda Department of the Municipal Party Committee, Secretary of the Municipal Youth League Committee, and District Head; served as Secretary of the Party Committee/First Deputy General Manager of Shenyang Jinbei Bus Manufacturing Co., Ltd.; served as President of Yida Group Co., Ltd. and Chairman of the Board of Directors of Yida Group Sichuan Investment Development Co., Ltd.; started a business and served as the Chairman of the Board of Directors of Hangzhou Jinjiang Group Environmental Sanitation Service Co., Ltd. Currently serve as an independent director of Offshore Oil Engineering Co., Ltd.

Cai Huaiyu Secretary of the Board of Directors

Mr. Cai Huaiyu, born in November 1978, Senior Economist, Certified Public Accountant, Master of Economics from Wuhan University, and Doctor of Management from Wuhan University.

Joined CNOOC Finance Co., Ltd. in July 2002, previously served as the Credit Manager of the Credit Department, Senior Manager of the Comprehensive Management Department, and Senior Manager of the Credit Department; From January 2012 to January 2014, successively served as the Financing Operations Manager and Financing Manager of the Planning and Funding Department of China Oilfield Services Limited; From January 2014 to February 2020, served as the Customer Service Manager, Assistant General Manager and Customer Service Manager, and Assistant General Manager and Comprehensive Management Manager of CNOOC Finance Co., Ltd.; From February 2020 to Aug 2024, served as the Deputy General Manager of CNOOC Finance Co., Ltd; Since Aug 2024, served as the Chief Financial Officer, Secretary of the Board of Directors and General Counsel of COOEC.

Strategy and Sustainable Development Committee of Board of Directors

The Strategy and Sustainable Development Committee consists of three directors, and the Chairman of Board is an ex-officio member and the convener.
The members of the Strategy and Sustainable Development Committee of the 8th Board of Directors are Mr. Wang Zhangling, Mr. Peng Lei and Mr. Liu Yiyong, with Mr. Wang Zhangling serving as the convener.

Compensation and Evaluation Committee of Board of Directors

The Compensation and Evaluation Committee consists of three directors, including two independent directors.
The members of the Compensation and Evaluation Committee of the 8th Board of Directors are Mr. Xing Wenxiang, Mr. Peng Lei and Mr. Xin Wei, with Mr. Xing Wenxiang serving as the convener.

Nomination Committee of Board of Directors

The Nomination Committee consists of three directors, with independent directors making up the majority, and a convener shall be held by an independent director appointed by the Board of Directors.
The members of the Nomination Committee of the 8th Board of Directors are Mr. Xin Wei, Mr. Wang Zhangling and Mr. Xing Wenxiang, with Mr. Xin Wei serving as the convener.

Audit Committee of Board of Directors

The Audit Committee consists of three directors, including two independent directors, and at least one independent director is a professional accountant. The committee is convened by an independent director.
The members of the Audit Committee of the 8th Board of Directors are Mr. Zheng Zhongliang, Mr. Xin Wei and Mr. Xing Wenxiang, with Mr. Zheng Zhongliang serving as the convener.

Liu Zhenyu Chairman of the Board of Supervisors

Mr. Liu Zhenyu, born in August 1976, graduated from the Accounting Department of Tianjin University of Finance and Economics with a major in Accounting in 1998, Master of Business Administration from China Europe International Business School. Joined CNOOC Limited in July 1998 and served successively as the accountant of Finance Department of CNOOC North Drilling Company, the chief accountant, supervisor and accounting manager of Finance Department of China Oilfield Services Company Limited. From January 2010 to October 2016, served as the general manager of Finance Department of China Oilfield Services Company Limited; from October 2016 to November 2017, served as the deputy general manager of Financial Assets Department of China National Offshore Oil Corporation; from November 2017 to September 2022, served as the deputy general manager of Financial Assets Department of China National Offshore Oil Corporation; from September 2022 to July 2024, served as the deputy general manager of Audit Department of China National Offshore Oil Corporation (CNOOC Limited); from July 2024 to present, served as the Executive Deputy General Manager of Finance and Capital Department of China National Offshore Oil Corporation (CNOOC Limited). Since November 2023, also served as the Chairman of the Board of Supervisors of Offshore Oil Engineering Co., Ltd.

Li Tao Employee Supervisor

Mr. Li Tao, born in July 1982, graduated from Harbin Engineering University with a master degree in Management Science and Engineering. He is also a senior economist. From July 2005 to December 2005, served as an inspector of Inspection Company of Offshore Oil Engineering Co., Ltd. From December 2005 to December 2008, served as office administration and administrative supervisor of Design Company of Offshore Oil Engineering Co., Ltd.; from December 2008 to April 2011, served as the supervisor of product system in Quality Management Department of Offshore Oil Engineering Co., Ltd.; from April 2011 to January 2012, served as quality engineer and deputy manager of Quality Technology Department of Design Company of Offshore Oil Engineering Co., Ltd.; from January 2012 to September 2016, served as Manager of Human Resources Department and Assistant General Manager of Design Company of Offshore Oil Engineering Co., Ltd.; from September 2016 to March 2018, served as the deputy general manager of the office of Offshore Oil Engineering Co., Ltd; from March 2018 to November 2018, served as the Deputy General Manager of Human Resources Department of Offshore Oil Engineering Co., Ltd. (period: from September 2018 to October 2019, also the Deputy General Manager of International Exchange Center); from November 2018 to October 2019, served as the deputy general manager of Human Resources Department of Offshore Oil Engineering Co., Ltd. (period: from March 2019 to February 2022, also the deputy director of Project Management Office); from October 2019 to January 2021, served as the General Manager of Human Resources Department of Offshore Oil Engineering Co., Ltd. (from August 2020 to present, also an employee supervisor of Offshore Oil Engineering Co., Ltd.); from January 2021 to February 2024, served as the president assistant, general manager of Human Resources Department of Offshore Oil Engineering Co., Ltd. (period: from June 2023 to February 2024, also the secretary general of Project Management Office). From February 2024 to present, served as the president assistant of Offshore Oil Engineering Co., Ltd., and general manager of Tianjin Intelligent Manufacturing Branch.

Xue Meiqing Employee Supervisor

Ms. Xue Meiqing, born in 1982, graduated from the Accounting Department of Xiamen University with a major in Accounting. She is also a senior accountant. In July 2004, joined Offshore Oil Engineering Co., Ltd., and took the financial analysis post, and key user of ERP project team, and served as the manager of financial analysis post and the manager of budget assessment post in Financial Management Department of Offshore Oil Engineering Co., Ltd.; from April 2014 to August 2017, served as the General Manager Assistant of Engineering Project Management Center of Offshore Oil Engineering Co., Ltd.; from August 2017 to September 2018, served as the Chief Financial Officer of Offshore Oil Engineering (Qingdao) Co., Ltd.; from September 2018 to December 2021, served as the Chief Financial Officer of Construction Division of Offshore Oil Engineering Co., Ltd., and the Chief Financial Officer of Offshore Oil Engineering (Qingdao) Co., Ltd. From December 2021 to present, served as the General Manager of Audit Department of Offshore Oil Engineering Co., Ltd.; since November 2023, also served as an employee supervisor of Offshore Oil Engineering Co., Ltd.

Sustainability