证券代码：603619 股票简称：中曼石油 公告编号：2023-086 中曼石油天然气集团股份有限公司 关于公司 2022 年股票期权激励计划首次授予股票期权第一个行权期行 权条件成就的公告 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。 重要内容提示： 股票期权拟行权数量：1,186,250 份 行权股票来源：公司从二级市场回购的本公司人民币 A 股普通股股票或公 司向激励对象定向发行的本公司人民币 A 股普通股股票 2023 年 8 月 15 日，中曼石油天然气集团股份有限公司（以下简称"公司"） 召开了第三届董事会第三十七次会议审议通过了《关于公司 2022 年股票期权激励 计划首次授予股票期权第一个行权期行权条件成就的议案》，公司董事会认为 2022 年股票期权激励计划（以下简称"激励计划"、"本次激励计划"）首次授予股票期 权第一个行权期行权条件已成就，公司董事会同意符合条件的激励对象进行股票期 权行权，第一个可行权期可行权激励对象总人数合计 136 名，可行权数量合计 1,186,250 份，公司将根据董事会审议确 ...

中曼石油天然气集团股份有限公司 与 中曼石油天然气集团股份有限公司 审核中心意见落实函的回复 上海证券交易所： 据贵所于 2023 年 7 月 20 日出具的《关于中曼石油天然气集团股份有限公司向特定 对象发行股票的审核中心意见落实函》（以下简称"落实函"）的要求，中曼石油天然气 集团股份有限公司（以下简称"中曼石油"、"公司"或"发行人"）已会同国金证券股份有 限公司（以下简称"国金证券"、"保荐机构"或"保荐人"）、发行人律师北京市炜衡律师 事务所（以下简称"炜衡律师"、"发行人律师"）等相关各方，本着勤勉尽责、诚实守信 的原则，对落实函所列问题认真进行了逐项落实、核查，并逐项进行回复说明。具体 回复内容附后。 关于回复内容释义、格式及补充更新披露等事项的说明： 1、如无特殊说明，本回复中使用的简称或名词释义与《中曼石油天然气集团股份 有限公司 2023 年向特定对象发行股票预案》、《中曼石油天然气集团股份有限公司 2023 年度向特定对象发行股票募集说明书》、《国金证券股份有限公司关于中曼石油天然气 集团股份有限公司向特定对象发行股票之发行保荐书》（以下简称"《预案》"、"《募集 说明书》"、"《发行保 ...

北京市炜衡律师事务所 补充法律意见书十三 北京市炜衡律师事务所 关于中曼石油天然气集团股份有限公司 向特定对象发行股票的 北京市炜衡律师事务所 补充法律意见书十三 （以下简称"《补充法律意见书十二》"）。根据上海证券交易所于 2023 年 7 月 20 日出具的《关于中曼石油天然气集团股份有限公司向特定对象发行股票的审核中心意 见落实函》（以下简称"《落实函》"）的要求，对《落实函》涉及的有关事项进行 补充核查，出具《北京市炜衡律师事务所关于中曼石油天然气集团股份有限公司向特 定对象发行股票的补充法律意见书十三》（以下简称"本补充法律意见书"）。 补充法律意见书十三 致：中曼石油天然气集团股份有限公司 北京市炜衡律师事务所（以下简称"炜衡"或"本所"）接受中曼石油天然气集 团股份有限公司（以下简称"发行人"或"公司"）委托，作为发行人在中华人民共 和国境内（以下简称"中国境内"，为本补充法律意见书之目的，不包括香港特别行 政区、澳门特别行政区和台湾地区）向特定对象发行人民币普通股股票（以下简称 "本次发行"）的专项法律顾问。根据《中华人民共和国证券法》、《中华人民共和 国公司法》、《上市公司证券发行注册管理办 ...

中曼石油天然气集团股份有限公司向特定对象发行股票申 请符合发行条件、上市条件和信息披露要求。本所将在履行相关 程序并收到你公司申请文件后提交中国证监会注册。 请你公司按照相关规定，及时履行临时公告义务。 上海证券交易所上市审核中心 中曼石油天然气集团股份有限公司、国金证券股份有限公司： 根据《证券法》《上市公司证券发行注册管理办法》《上海 证券交易所上市公司证券发行上市审核规则》等有关法律、法规 及本所有关规定，上海证券交易所上市审核中心召开审核会议对 中曼石油天然气集团股份有限公司向特定对象发行股票的申请 文件进行了审核，形成如下审核意见： 关于中曼石油天然气集团股份有限公司 向特定对象发行股票审核意见的通知 2023年8月7日 ...

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。 中曼石油天然气集团股份有限公司（以下简称"公司"）于2023年8月8日收到 上海证券交易所（以下简称"上交所"）上市审核中心出具的《关于中曼石油天然 气集团股份有限公司向特定对象发行股票审核意见的通知》，具体审核意见如下： "中曼石油天然气集团股份有限公司向特定对象发行股票申请符合发行条件、 上市条件和信息披露要求。本所将在履行相关程序并收到你公司申请文件后提交中 国证监会注册。" 公司本次向特定对象发行股票事项尚需获得中国证券监督管理委员会（以下简 称"中国证监会"）做出同意注册的决定后方可实施，能否最终获得中国证监会同 意注册的决定及其时间尚存在不确定性。公司将根据该事项的进展情况及时履行信 息披露义务，敬请广大投资者注意投资风险。 特此公告。 证券代码：603619 股票简称：中曼石油 公告编号：2023-081 中曼石油天然气集团股份有限公司 关于向特定对象发行股票申请获得上海证券交易所审核通过的公告 中曼石油天然气集团股份有限公司董事会 2023 年 8 月 9 日 1 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥898,474,432.39, representing a 48.93% increase compared to ¥603,285,892.87 in the same period last year[5]. - Net profit attributable to shareholders was ¥212,471,457.56, a significant increase of 193.20% from ¥72,664,278.76 year-on-year[6]. - Basic and diluted earnings per share were both ¥0.53, reflecting a 194.44% increase compared to ¥0.18 in the previous year[6]. - Total operating revenue for Q1 2023 reached ¥898,474,432.39, a significant increase of 48.93% compared to ¥603,285,892.87 in Q1 2022[22]. - Net profit for Q1 2023 was ¥212,208,732.66, representing a 193.36% increase from ¥72,353,785.75 in Q1 2022[23]. - The total comprehensive income for Q1 2023 was CNY 212,208,732.66, compared to CNY 72,353,785.75 in Q1 2022, representing a significant increase[24]. - Basic and diluted earnings per share for Q1 2023 were CNY 0.53, up from CNY 0.18 in Q1 2022, indicating a growth of 194.44%[24]. Assets and Liabilities - The total assets at the end of the reporting period were ¥7,327,394,246.54, up 2.42% from ¥7,154,512,927.63 at the end of the previous year[6]. - Total assets as of Q1 2023 amounted to ¥7,327,394,246.54, up from ¥7,154,512,927.63 in the previous year[21]. - Total liabilities decreased to ¥4,779,043,083.86 in Q1 2023 from ¥4,856,697,647.67 in Q1 2022, reflecting a reduction of 1.59%[20]. - The company's equity attributable to shareholders was approximately $2.30 billion, with retained earnings of $842.87 million[34]. - Accounts receivable stood at approximately $566.23 million, while inventory was valued at approximately $501.43 million[32]. Cash Flow - The company's net cash flow from operating activities was ¥298,278,047.97, an increase of 3.73% from ¥287,545,287.70 in the same period last year[6]. - The net cash flow from operating activities increased by 3.73% compared to the same period last year, reaching 3.73 million RMB, primarily due to increased sales collections and higher operational procurement expenses[12]. - Cash inflow from operating activities in Q1 2023 was CNY 1,226,601,452.84, compared to CNY 752,998,538.13 in Q1 2022, reflecting a year-over-year increase of 63.00%[27]. - Cash outflow from operating activities in Q1 2023 totaled CNY 928,323,404.87, up from CNY 465,453,465.20 in Q1 2022, marking an increase of 99.40%[27]. - The net increase in cash and cash equivalents for Q1 2023 was CNY -22,548,238.12, contrasting with an increase of CNY 135,014,838.09 in Q1 2022[28]. - The ending balance of cash and cash equivalents as of March 31, 2023, was CNY 437,080,012.13, compared to CNY 232,132,655.34 at the end of Q1 2022, representing an increase of 88.56%[28]. Expenses and Investments - Research and development expenses increased by 56.09% compared to the previous year, indicating a focus on innovation and new technology[11]. - Research and development expenses rose to ¥27,715,077.23 in Q1 2023, up from ¥17,755,388.98 in Q1 2022, indicating a 56.31% increase[22]. - The company experienced a 50.27% rise in selling expenses, mainly due to increased salaries and travel expenses for sales personnel[11]. - The net cash flow from investing activities surged by 216.04% year-on-year, amounting to 216.04 million RMB, mainly due to increased investments in the exploration sector during the reporting period[12]. - The company has a long-term investment in equity instruments valued at approximately $140.18 million, reflecting its strategic investment approach[32]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 29,409, with the top ten shareholders holding significant stakes[14]. - Shanghai Zhongman Investment Holding Co., Ltd. held 106,369,800 shares, representing 26.59% of the total shares, with a substantial portion pledged[15]. - Zhu Fengxue and Li Yuchi are identified as the common actual controllers of the company, maintaining a high degree of consistency in exercising shareholder rights[16]. Accounting and Standards - The company has implemented new accounting standards starting January 1, 2023, which may affect the financial statements retrospectively[29]. - The company is focused on maintaining a strong balance sheet with a total equity of approximately $2.30 billion, ensuring financial stability for future growth[34].

中曼石油天然气集团股份有限公司 关于参加 2023 年上海辖区上市公司年报集体业绩说明会的公告 证券代码：603619 股票简称：中曼石油 公告编号：2023-043 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。 为进一步加强与广大投资者的沟通交流，中曼石油天然气集团股份有限公司 （以下简称"公司"）将参加"2023 年上海辖区上市公司年报集体业绩说明会"活 动，现将有关事项公告如下： 本次业绩说明会活动将采取网络的方式举行，投资者可以登录"上证路演中心" 网站（http://roadshow.sseinfo.com）或关注微信公众号上证路演中心参与活动， 活动时间为 2023 年 5 月 10 日（周三）15:00 至 17:00。 届时公司董事长兼总经理李春第先生、独立董事杜君先生、财务总监叶吉峰先 生、董事会秘书石明鑫先生将通过网络在线交流形式与投资者就公司治理、发展战 略、经营状况、融资计划、股权激励和可持续发展等投资者关注的问题进行沟通。 （如遇特殊情况，出席人员可能进行部分调整）。 欢迎广大投资者积极参与。 特此 ...

Financial Performance - The net profit attributable to the parent company's shareholders for 2022 was RMB 503,328,309.78[6] - The company's operating revenue for 2022 was CNY 3,065,155,628.41, representing a 73.98% increase compared to CNY 1,761,769,643.53 in 2021[23] - Net profit attributable to shareholders for 2022 reached CNY 503,328,309.78, a significant increase of 580.35% from CNY 73,980,969.16 in 2021[23] - Basic earnings per share for 2022 was CNY 1.26, reflecting a 600.00% increase compared to CNY 0.18 in 2021[25] - The company's total assets as of the end of 2022 amounted to CNY 7,154,512,927.63, a 21.41% increase from CNY 5,893,026,514.09 in 2021[24] - Cash flow from operating activities for 2022 was CNY 599,552,013.77, up 16.50% from CNY 514,656,478.16 in 2021[24] - The weighted average return on equity for 2022 was 22.94%, an increase of 19.15 percentage points from 3.79% in 2021[25] - The company reported a net profit of CNY 131,785,240.46 in Q4 2022, with total revenue for the quarter at CNY 849,047,111.18[28] Dividends and Profit Distribution - As of December 31, 2022, the cumulative distributable profit for the parent company was RMB 429,097,002.66[6] - The proposed cash dividend is RMB 2.50 per 10 shares (including tax), totaling RMB 99,976,550.00 based on 399,906,200 shares[6] - The total cash dividend amount for the 2022 fiscal year reached RMB 259,420,523.38, which represents 51.54% of the net profit attributable to ordinary shareholders in the consolidated financial statements[166] - The company approved a cash dividend of 0.1 yuan per share, totaling 40,000,010 yuan, based on a total share capital of 40,000.01 million shares for the 2021 profit distribution[160] - For the 2022 annual profit distribution, the company plans to distribute RMB 2.50 per 10 shares (including tax), amounting to a total of RMB 99,976,550.00 (including tax) based on 399,906,200 shares[162] Operational Highlights - The company's crude oil production for the year was 434,038 tons, exceeding the annual production target by 112.7%[39] - The total order amount for engineering projects and equipment reached 2.885 billion RMB, an increase of 5.05 billion RMB or 21.22% year-on-year[36] - The company signed contracts worth 2.687 billion RMB in the drilling engineering sector, with new contracts from major international oil companies increasing by 18.10% year-on-year[40] - The company completed 338 wells in the drilling sector, an increase of 74 wells compared to the previous year[40] - The average daily crude oil production reached 1,433 tons by December 31, 2022, with a total cumulative production of 655,729 tons in the Xinjiang Wensu block[39] Market and Strategic Initiatives - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[22] - The company has actively expanded its exploration and development business, participating in multiple oil and gas projects along the "Belt and Road" initiative[51] - The company is committed to advancing its new energy business while maintaining its core oil and gas operations, aiming for a sustainable and low-carbon transition[48] - The company aims to increase oil and gas production capacity, targeting a stable growth in output while focusing on resource value enhancement and collaboration with domestic and international oil companies[108] - The company is actively exploring new energy projects and promoting the integration of oil field development with renewable energy initiatives[112] Research and Development - The company’s research and development expenses increased by 92.46% to CNY 116,535,799.99, reflecting its commitment to enhancing exploration and development capabilities[62] - The total R&D investment for the period was CNY 141,807,799.99, accounting for 4.63% of operating revenue[1] - The company employed 108 R&D personnel, representing 4% of the total workforce[2] - The capitalized R&D investment accounted for 17.82% of total R&D expenditures[1] Environmental and Social Responsibility - The company invested 24.54 million CNY in environmental protection during the reporting period[177] - The company completed a total of 74 projects in 2022, including 68 exploration well projects, all of which received environmental impact assessment approvals from the Aksu Regional Environmental Ecology Bureau[185] - The company donated a total of 170,000 RMB worth of living supplies to 7 communities in Wensu County, benefiting 2,000 people[191] - The company established a poverty alleviation team to carry out multiple poverty alleviation projects in Wensu County, with a total investment of 170,000 RMB[192] - The company plans to enhance its support for Wensu County by focusing on "industrial assistance, educational assistance, employment assistance, and livelihood assistance" to ensure high-quality completion of all assistance goals[194] Risk Management - The oil industry is subject to cyclical risks, influenced by macroeconomic fluctuations, oil demand, prices, and extraction difficulties, with ongoing volatility in international oil prices posing a risk to future business expansion and profitability[120] - The company faces operational risks in exploration and development, which could lead to accidents affecting production and financial performance[121] - Financial risks include exchange rate fluctuations due to overseas projects using local currencies, which can be significantly impacted by regional political and economic conditions[123] - The company is exposed to oil price volatility risks, which can adversely affect performance and cash flow if prices remain low over the long term[124] - Intense market competition in the oil industry presents challenges, with major players dominating the market and creating uncertainty for the company's development[125] Corporate Governance - The company held 5 shareholder meetings during the reporting period to ensure equal rights for all shareholders, especially minority shareholders[130] - The board of directors consists of 7 members, including 3 independent directors, and operates in compliance with relevant laws and regulations[130] - The supervisory board has 3 members, including 2 employee representatives, and effectively supervises the actions of the board and management[130] - The company has strengthened its information disclosure practices, ensuring transparency and compliance with legal requirements[131] - The company has committed to enhancing its internal control systems to protect shareholder interests and ensure compliance with regulations[131] Employee Relations and Compensation - The total number of employees at the parent company and major subsidiaries is 2,442, with 1,640 in production roles and 260 in technical roles[156] - The total pre-tax remuneration for the Chairman and General Manager, Li Chundi, was CNY 1.44 million[138] - The total pre-tax remuneration for the Vice Chairman, Zhu Fengxue, was CNY 1.229 million[138] - The remuneration for non-independent directors, supervisors, and senior management is based on company performance, job responsibilities, work performance, and market conditions[143] - The company is implementing an employee stock ownership plan to align employee interests with shareholder value, enhancing retention and motivation[146]

Financial Performance - The company's operating revenue for Q3 2022 was approximately CNY 820.46 million, representing a year-on-year increase of 102.93% compared to CNY 404.30 million in the same period last year[7]. - The net profit attributable to shareholders for the first three quarters of 2022 reached approximately CNY 2.22 billion, a significant increase of 742.79% compared to CNY 371.54 million in the same period last year[7][18]. - The basic earnings per share for Q3 2022 was CNY 0.40, up 700% from CNY 0.05 in the same period last year[9]. - The weighted average return on equity increased by 5.96 percentage points to 6.95% for Q3 2022, compared to 1.03% in the same period last year[9]. - The net profit after deducting non-recurring gains and losses for the first three quarters of 2022 was approximately CNY 371.54 million, reflecting an increase of 810.67% compared to CNY 36.05 million in the same period last year[7][18]. - Net profit for the third quarter of 2022 was ¥371,354,076.98, a substantial rise from ¥43,438,506.07 in the same quarter of 2021, reflecting an increase of approximately 754%[37]. - The company’s total comprehensive income for the third quarter of 2022 was ¥371,543,069.32, compared to ¥40,135,341.50 in the same quarter of 2021, indicating a substantial increase[39]. Cash Flow and Liquidity - The net cash flow from operating activities for the first three quarters of 2022 was approximately CNY 575.00 million, an increase of 131.42% compared to CNY 248.47 million in the same period last year[7][18]. - The net cash flow from operating activities for the third quarter of 2022 was approximately ¥575 million, compared to ¥248 million in the same quarter of 2021, marking an increase of approximately 131.5%[43]. - The total cash outflow from operating activities in the third quarter of 2022 was approximately ¥1.92 billion, up from ¥1.03 billion in the same quarter of 2021, indicating an increase of about 86.1%[43]. - The cash inflow from financing activities in the third quarter of 2022 was approximately ¥1.99 billion, slightly down from ¥2.13 billion in the same quarter of 2021, a decrease of about 6.5%[43]. - The net cash flow from financing activities for the third quarter of 2022 was approximately ¥290 million, compared to a negative cash flow of ¥62 million in the same quarter of 2021, indicating a turnaround in financing activities[43]. - The total cash and cash equivalents at the end of the third quarter of 2022 amounted to approximately ¥509 million, an increase from ¥84 million at the end of the same quarter in 2021[46]. Assets and Liabilities - Total assets at the end of Q3 2022 were approximately CNY 6.98 billion, representing an increase of 18.51% compared to CNY 5.87 billion at the end of the previous year[9]. - The total liabilities increased to ¥4,806,809,379.80 in 2022 from ¥3,903,646,746.86 in 2021, marking an increase of about 23.1%[30]. - Current liabilities totaled approximately $2.85 billion, with short-term borrowings at $957.43 million and accounts payable at $792.31 million[52]. - Total non-current assets amounted to approximately $4.05 billion, with fixed assets contributing $1.96 billion and oil and gas assets at $1.24 billion[50]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period is 25,367, with the top ten shareholders holding 27.59% of the shares[19]. - Shanghai Zhongman Investment Holding Co., Ltd. holds 110,369,800 shares, representing 27.59% of the total shares[22]. - Zhu Fengxue and Li Yuchi are the common actual controllers of the company, holding 11.29% and 6.98% of the shares respectively[22]. - The company’s total equity attributable to shareholders was approximately $1.99 billion, with minority interests at -$1.49 million[52]. Research and Development - Research and development expenses for the first three quarters of 2022 were ¥69,004,719.37, compared to ¥37,476,248.25 in 2021, indicating an increase of about 84.5%[33].

Financial Performance - In the first half of 2022, the company achieved a net profit attributable to shareholders of 212,420,642.19 CNY[6]. - The company's operating revenue for the first half of 2022 reached ¥1,395,652,670.33, representing an increase of 85.72% compared to the same period last year[24]. - The net profit attributable to shareholders was ¥212,420,642.19, a significant increase of 778.01% year-on-year[24]. - The net cash flow from operating activities was ¥559,731,091.95, reflecting a growth of 154.03% compared to the previous year[24]. - The basic earnings per share for the first half of 2022 was ¥0.53, an increase of 783.33% compared to the same period last year[26]. - The company's net profit after deducting non-recurring gains and losses of ¥210,881,487.82, which is an increase of 879.56% year-on-year[24]. - The total comprehensive income for the first half of 2022 was ¥212,389,775.57, compared to ¥15,859,042.74 in the previous year, an increase of 1,336.5%[175]. - The company reported a total cash and cash equivalents balance of CNY 131,805,762.25 at the end of the period, up from CNY 37,496,286.03 at the beginning of the year[193]. Dividend Distribution - The company plans to distribute a cash dividend of 1.00 CNY per 10 shares (including tax) to all shareholders[6]. - As of June 30, 2022, the cumulative distributable profit for the parent company was 330,725,396.08 CNY[6]. - The company achieved a net profit attributable to shareholders of the parent company of CNY 212,420,642.19 for the first half of 2022[91]. Risks and Challenges - The report outlines potential risks faced by the company, which are detailed in the management discussion section[8]. - The oil industry is characterized by cyclical risks, heavily influenced by macroeconomic fluctuations and oil prices[80]. - Financial risks include exchange rate fluctuations due to overseas projects being settled in local currencies[83]. - The company's drilling operations are primarily conducted in the Middle East, where geopolitical instability poses risks to business operations[84]. - The company acknowledges the potential for operational disruptions due to accidents in exploration and oilfield services[81]. Operational Efficiency and Growth - The company has formed an integrated core competitiveness from exploration to production, leveraging its resource, technology, and cost advantages[35]. - The company is focusing on unconventional oil and gas resource development to boost domestic reserves and production[35]. - The company is actively pursuing mergers and acquisitions to control risks and optimize its upstream exploration and development layout[39]. - The company has implemented an integrated operation model that significantly reduces oil and gas extraction costs through collaboration among its business modules[51]. - The average daily production in the second quarter of 2022 was 1,250.4 tons, reflecting the company's focus on efficiency and production optimization[49]. Environmental and Social Responsibility - The company aims for zero discharge of wastewater, with treated drilling wastewater being reused for oil platform operations[102]. - Environmental protection measures include using electric power instead of diesel engines for drilling operations to reduce CO2 emissions[103]. - The company has actively engaged in poverty alleviation and rural revitalization efforts, including donations for community service facilities and agricultural infrastructure in Xinjiang, ensuring the sustainability of poverty alleviation outcomes[109]. - The company plans to enhance its support in Xinjiang through industry, education, employment, and livelihood assistance, integrating social responsibility into its business strategy[110]. Corporate Governance and Compliance - The report does not indicate any violations of decision-making procedures for external guarantees[8]. - The company has not faced any issues with a majority of directors being unable to ensure the accuracy and completeness of the report[8]. - The company's board of directors and management have confirmed the authenticity and completeness of the report[4]. - The company's stock option incentive plan was approved by independent directors, ensuring compliance with governance standards[96]. Investment and Acquisitions - The company plans to acquire 87% of the equity in Toghi Trading F.Z.C to enhance its long-term exploration and development strategy[69]. - The company is focused on increasing its oil and gas resource reserves through strategic acquisitions, which will enhance its integrated business advantages[70]. - The company plans to acquire 87.5% equity in a Kazakhstan offshore block for USD 16.5 million, with subsequent adjustments based on professional evaluations[128]. Research and Development - Research and development expenses rose by 71.67% to ¥38,815,702.27, reflecting increased investment across various business segments[55]. - The company has a total of 354 patents, including invention patents and utility model patents, enhancing its technological advantage in the drilling industry[45]. - The company is actively developing new drilling equipment, including intelligent drilling rigs and automated drilling rigs, to improve drilling efficiency and reduce costs[50].