2025 年第六次临时股东会 会议文件 洲际油气股份有限公司 2025 年第六次临时股东会会议文件 洲际油气股份有限公司 召开时间：2025 年 12 月 8 日 召开地点：北京市朝阳区顺黄路 229 号 海德商务公司一楼会议室 洲际油气股份有限公司 2025 年第六次临时股东会会议文件 洲际油气股份有限公司 2025 年第六次临时股东会 文 件 目 录 一、会议议程 二、会议须知 三、会议议案 四、表决票 洲际油气股份有限公司 2025 年第六次临时股东会会议文件 洲际油气股份有限公司 2025 年第六次临时股东会 会议议程 主持人：陈焕龙 董事长 一、主持人宣布会议开始 二、董事会秘书宣布会议须知 三、会议秘书处报告出席会议股东及其他人员情况 四、推选计票人和监票人 五、审议议案 1. 关于续聘会计师事务所的议案； 2. 关于修订《公司章程》的议案。 六、股东发言或提问 七、会议表决 八、公布会议表决结果 九、律师发表法律意见 十、形成会议决议 十一、主持人宣布会议结束 六、在股东会召开过程中，股东临时要求发言须经会议主持人许可，才可发 言。每位股东提问时间不得超过5分钟，超出本次会议审议事项范围的问题可 ...

Core Insights - The oil and gas extraction sector experienced a slight increase of 0.33% on November 27, with China National Offshore Oil Corporation (CNOOC) leading the gains [1] - The Shanghai Composite Index closed at 3875.26, up 0.29%, while the Shenzhen Component Index closed at 12875.19, down 0.25% [1] Sector Performance - CNOOC (600938) closed at 28.08, with a gain of 0.97% and a trading volume of 385,100 shares, amounting to a transaction value of 1.079 billion yuan [1] - Blue Flame Holdings (000968) closed at 6.86, up 0.44%, with a trading volume of 101,200 shares and a transaction value of 69.4482 million yuan [1] - ST Xinchao (600777) closed at 3.91, down 1.01%, with a trading volume of 95,700 shares and a transaction value of 37.5616 million yuan [1] - Intercontinental Oil and Gas (600759) closed at 2.57, down 1.53%, with a trading volume of 1.9467 million shares and a transaction value of 501 million yuan [1] Capital Flow - The oil and gas extraction sector saw a net inflow of 23.9948 million yuan from institutional investors, while retail investors contributed a net inflow of 78.0572 million yuan [1] - The sector experienced a net outflow of 102 million yuan from speculative funds [1] Individual Stock Capital Flow - CNOOC had a net inflow of 20.4579 million yuan from institutional investors, while it faced a net outflow of 72.1105 million yuan from speculative funds and a net inflow of 51.6526 million yuan from retail investors [2] - Blue Flame Holdings had a net inflow of 4.9139 million yuan from institutional investors, with net outflows from both speculative and retail investors [2] - Intercontinental Oil and Gas had a net inflow of 639,300 yuan from institutional investors, with significant net outflows from speculative funds [2] - ST Xinchao experienced a net outflow of 2.0163 million yuan from institutional investors, while retail investors contributed a net inflow [2]

Group 1 - The oil and gas extraction sector experienced a decline of 1.2% on November 26, with *ST Xinchao leading the drop [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] - Major stocks in the oil and gas extraction sector showed varied performance, with notable declines in stocks like *ST Xinchao, which fell by 1.50% to a closing price of 3.95 [1] Group 2 - The oil and gas extraction sector saw a net outflow of 224 million yuan from main funds, while retail investors contributed a net inflow of 185 million yuan [1] - Individual stock fund flows indicated that *ST Xinchao had a significant net outflow of 732.21 million yuan from main funds, while retail investors contributed a net inflow of 679.33 million yuan [2] - The overall trading volume for the oil and gas extraction sector was substantial, with stocks like Zhongjin Oil and *ST Xinchao showing significant trading activity [1][2]

Core Insights - The National Petroleum and Natural Gas Index (399439) has shown a slight increase of 0.03% as of November 24, 2025, with notable gains in constituent stocks such as Bomeike (603727) up 5.58% and China Merchants Energy (601872) up 4.68% [1] Group 1: Market Performance - The oil and gas ETF (159697) increased by 0.26%, with the latest price at 1.14 yuan [1] - The index reflects the price changes of publicly listed companies in the oil and gas sector on the Shanghai and Shenzhen stock exchanges [1] Group 2: Industry Outlook - According to Huatai Securities, the demand from oil-producing countries remains focused on value rather than volume, suggesting that OPEC+ may sacrifice prices in the short term to gain market share [1] - The Brent crude oil price is expected to be supported around $60 per barrel due to pressures for rebalancing and the impact of North American shale oil costs, particularly before the acceleration of global energy transition and increased supply from South America [1] - High-dividend energy leading companies with the ability to increase production and reduce costs, as well as growth in natural gas business, may present investment opportunities [1] Group 3: Index Composition - As of October 31, 2025, the top ten weighted stocks in the National Petroleum and Natural Gas Index include China National Petroleum (601857), China Petroleum & Chemical (600028), and China National Offshore Oil (600938), collectively accounting for 65.09% of the index [2]

Group 1 - The A-share oil and gas extraction and service sector showed strength at the beginning of trading on November 24, with Huibo Po rising over 6% [1] - Beiken Energy and Keli Co., Ltd. both increased by more than 2% [1] - Other companies such as Bomai Ke, Tongyuan Petroleum, and Intercontinental Oil & Gas also experienced gains [1]

Group 1 - The company will hold its sixth extraordinary general meeting of shareholders on December 8, 2025 [2][5] - The meeting will be conducted through a combination of on-site and online voting [2][3] - The location for the on-site meeting is at the company's office in Beijing [2] Group 2 - The proposed accounting firm to be appointed is Dahua Certified Public Accountants (Special General Partnership) [20] - The decision to appoint the accounting firm requires approval from the shareholders' meeting [20][25] - Dahua CPA has a strong track record with 887 registered accountants and significant revenue from audit services [20][21] Group 3 - The company has completed a share repurchase program, acquiring 50 million shares, which is 1.21% of its total share capital [39] - The repurchase was conducted at an average price of 2.42 RMB per share, totaling approximately 1.21 billion RMB [39] - The repurchased shares will be used for employee stock ownership plans or equity incentives [41]

Group 1 - The company, Intercontinental Oil and Gas (600759.SH), completed a share buyback on November 20, 2025, repurchasing 50 million shares, which represents 1.21% of the total share capital [1] - The maximum buyback price was 2.78 CNY per share, while the minimum price was 2.32 CNY per share, with an average buyback price of 2.42 CNY per share [1] - The total amount of funds used for the buyback was approximately 121 million CNY, excluding transaction fees [1]

Group 1 - The company, Intercontinental Oil and Gas, announced the completion of a share buyback on November 20, 2025, having repurchased 50 million shares, which accounts for 1.21% of its total share capital [1] - The highest buyback price was 2.78 CNY per share, the lowest was 2.32 CNY per share, and the average buyback price was 2.42 CNY per share, with a total expenditure of approximately 121 million CNY [1] - As of the report, the company's market capitalization stands at 10.7 billion CNY [1] Group 2 - For the fiscal year 2024, the company's revenue composition is heavily weighted towards oil and gas, which constitutes 99.89% of total revenue, while leasing and services account for only 0.11% [1]

重要内容提示： 证券代码：600759 证券简称：洲际油气 公告编号：2025-056 号 洲际油气股份有限公司 关于股份回购实施结果暨股份变动的公告 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。 | 回购方案首次披露日 | 2024/11/26 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 回购方案实施期限 | 年 月 2024 11 | 11 | 25 | 日~2025 | 年 | 月 | 24 | 日 | | 预计回购金额 | 10,000万元~20,000万元 | | | | | | | | | 回购价格上限 | 3.89元/股 | | | | | | | | | 回购用途 | □减少注册资本 √用于员工持股计划或股权激励 □用于转换公司可转债 | | | | | | | | | | □为维护公司价值及股东权益 | | | | | | | | | 实际回购股数 | 5,000.00万股 | | | | | | | | ...

| 第一章 | 总 | 则 1 | | | --- | --- | --- | --- | | 第二章 | | 经营宗旨和范围 3 | | | 第三章 | 股 | 份 4 | | | 第四章 | | 股东和股东会 | 8 | | 第五章 | | 董事和董事会 29 | | | 第六章 | | 高级管理人员 44 | | | 第七章 | | 财务会计制度、利润分配和审计 | 46 | | 第八章 | | 通知和公告 | 51 | | 第一节 | | 通 知 | 51 | | 第九章 | 合并、分立、增资、减资、解散和清算 | 52 | | --- | --- | --- | | 第十章 | 修改章程 | 57 | | 第十一章 | 附 则 | 58 | 洲际油气股份有限公司章程 洲际油气股份有限公司章程 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组 织和行为，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》"）和其他有关规定， 制定本章程。 第二条 公司系依照《公司法》、《证券法》和其他有关规定成立的股 份有限公司。 公司 ...