National Petroleum Co., Ltd.TWSE: 9937

Independent director expressing objection to the resolution of Audit Committee and The Board of directors

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Provided by: National Petroleum Co., Ltd.
SEQ_NO 5 Date of announcement 2022/03/23 Time of announcement 23:31:30
Subject
 Independent director expressing objection to the
resolution of Audit Committee and The Board of directors
Date of events 2022/03/23 To which item it meets paragraph 44
Statement
1.Meeting date of the board of directors, audit committee or remuneration
committee:2022/03/23
2.Contents of the resolution made by the board of directors, audit committee
or remuneration committee (please enter "board of directors","audit
committee"or "remuneration committee"):Audit committee、 Board of directors
3.Name and resume of independent director(s) or member(s) of the
audit/remuneration committee that expressed an objection or reserved opinion:
(1)Independent Director:Chang, Chia-chen / Deputy Section Manager of
   Accounting of Taiwan Shin Kong Security Co., Ltd.
(2)Independent Director:Liu, Hui-Chi / Vice President of Formosa Biomedical
   Technology Corp.
(3)Independent Director:Emme Wu / Lawyer of C. Chuang Attorneys At Law.
4.Motion(s) against which the objection or qualified opinion was expressed:
The Proposal for the distribution of 2021 Profits.
5.Objection or reserved opinion by the aforementioned independent
director(s) or member(s) of the audit/remuneration committee:
(1)Audit Committee:
 I.Independent Director Emme Wu stated: In this case, the Company's profit
   distribution plan in 2021, under the relatively severe impact of the
   Covid-19 epidemic, the profit in 2021 can still be higher than that
   in 2020.  Based on recent interest rate hikes and inflation, I personally
   think that it is more appropriate to give back to shareholders for their
   support. The cash dividend to be distributed this year should be higher
   than last year's NTD 2.3. Therefore, I object to the NTD2.1 per share
   distribution of earnings in 2021.
II.Independent Director Liu, Hui-Chi: Undistributed earings is shareholders'
   equity and should be distributed to shareholders. The company's profit has
   increased, the cash on the account is high, and the undistributed earnings
   has also increased. In addition, the company has no major investment in
   the short term. This earnings distribution proposal should be reconsidered
   to meet shareholders' expectations.  I seconded the proposal of
   independent director Wu.
III.Independent Director Chang, Chia-chen: I seconded the proposal.
(2)Board of directors:
 I.Independent Director Emme Wu:Objection.
II.Independent Director Liu, Hui-Chi:Objection.
III.Independent Director Chang, Chia-chen:Approved,by the explaination
    of the Chairman.
6.Countermeasures:To release material information as required.
7.Any other matters that need to be specified:
(1)Resolution of Audit Committee:Objection.
(2)Resolution of Board of directors:The case was submitted for voting and
   voted by all attending directors. 6 directors were in favor, 3 directors
   were opposed, this case was voted by all the directors Approved by
   two-thirds or more of the directors.

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