ZPEC(SH:603619) Zheng Quan Zhi Xing·2025-07-23 16:14Core Viewpoint - The legal opinion letter addresses the differentiated equity distribution and special ex-rights and ex-dividend treatment for Zhongman Petroleum and Natural Gas Group Co., Ltd. for the year 2024, ensuring compliance with relevant Chinese laws and regulations [1][4][8]. Group 1: Background of Share Buybacks - In June 2022, Zhongman Petroleum approved a share buyback plan, allowing the repurchase of 5 to 8 million shares at a maximum price of RMB 23.00 per share [4][5]. - By October 26, 2022, the company had repurchased 5,457,900 shares at prices ranging from RMB 21.12 to RMB 22.86, totaling approximately RMB 119.99 million [5]. - In October 2023, a new buyback plan was approved, allowing the repurchase of 1.5 to 3 million shares at a maximum price of RMB 30.95 per share [6]. Group 2: Differentiated Equity Distribution Plan - The differentiated equity distribution plan is necessitated by the discrepancy between the total share capital and the actual shares participating in the distribution due to the buyback [8]. - The proposed cash dividend for 2024 is RMB 3.00 per 10 shares, with adjustments based on the number of shares held in the buyback account [8][9]. - As of July 3, 2025, the total share capital is 462,338,461 shares, with 3,994,300 shares in the buyback account, resulting in 458,344,161 shares eligible for distribution [9]. Group 3: Calculation of Ex-rights and Ex-dividend Reference Price - The ex-rights and ex-dividend reference price is calculated as (previous closing price - cash dividend) / (1 + change in circulating shares ratio), with the previous closing price being RMB 19.85 [9][10]. - The calculated reference price impact from the differentiated distribution is minimal, approximately 0.0133% [10]. - The legal opinion concludes that the differentiated equity distribution complies with relevant laws and does not harm the interests of the company or its shareholders [10].