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中曼石油: 君合律师事务所上海分所关于中曼石油天然气集团股份有限公司2025年第二次临时股东会的法律意见书

Core Viewpoint - The legal opinion letter confirms that the procedures for convening and holding the 2025 Second Extraordinary General Meeting of Zhongman Petroleum and Natural Gas Group Co., Ltd. comply with relevant Chinese laws, regulations, and the company's articles of association [2][6][9]. Group 1: Meeting Procedures - The board of directors has made a resolution to convene the meeting and notified shareholders 15 days in advance, which is in accordance with the Company Law and the Shareholders' Meeting Rules [6][8]. - The meeting's date, time, location, and voting methods were properly communicated and adhered to the regulations [6][8]. - The company provided a network voting platform for shareholders, with voting times specified, ensuring compliance with legal requirements [6][8]. Group 2: Attendance and Voting - A total of 994 participants attended the meeting, representing 92,459,037 shares, which is 20.1933% of the total voting shares [7][8]. - The qualifications of the attendees and the convenor were verified and found to be compliant with the relevant laws and regulations [7][8]. - The total number of shares with voting rights was confirmed to be 458,344,161 shares, excluding shares held in the company's repurchase account [8]. Group 3: Voting Procedures and Results - The meeting allowed for the proposal of new motions and modifications during the voting process [9]. - The following resolutions were passed: 1. Proposal for purchasing liability insurance for the company and its directors and senior management 2. Proposal for the company's investment in the development and production projects in Iraq [9]. - The voting procedures and results were confirmed to be legal and valid, adhering to the Company Law and the Shareholders' Meeting Rules [9].