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关于洲际油气股份有限公司与关联方签署《伊拉克项目原油承销框架协议》暨关联交易的公告
Shang Hai Zheng Quan Bao· 2025-09-23 19:30
Core Viewpoint - The company has signed a framework agreement with GEOJADE RESOURCES PTE. LTD. for the exclusive sale of crude oil from its Iraq project, which aims to optimize sales and manage risks associated with price fluctuations and payment timelines [1][2]. Summary by Sections 1. Overview of Related Transactions - The company has signed a series of contracts with the Iraqi government and national oil companies for upstream oil and gas projects in Iraq, focusing on the extraction of Basra crude oil [2]. - The company has appointed GRL as the exclusive seller of all Basra crude oil extracted from the Iraq project, which will help the company concentrate on upstream development and manage buyer credit risks [2]. 2. Introduction of Related Parties - The largest shareholder of the company, Guangxi Zhenghe Industrial Group Co., Ltd., holds 12.25% of the company's equity, with HUILING (Xu Ling) being the actual controller [3]. - GRL is a private limited company established in Singapore with a registered capital of $23 million and specializes in the trade of crude oil and other commodities [4]. 3. Financial and Credit Status of GRL - As of September 15, 2025, GRL has total assets of approximately $57.56 million and net assets of about $22.92 million, with revenues of $35.76 million and operating profits of $1.1 million for the year-to-date [4]. - GRL has received a trade credit line of $200 million from Bank of China, indicating sufficient capacity to fulfill the transaction [6]. 4. Main Content of the Framework Agreement - The agreement stipulates that GRL will be the exclusive seller of all crude oil extracted by the company from the Iraq project, with pricing and payment terms following international market practices [9]. - GRL is required to pay a $5 million annual delivery deposit before the first shipment [9]. 5. Purpose and Impact of the Related Transaction - The transaction aims to help the company focus on upstream development, reduce risks related to price fluctuations and payment timelines, and effectively manage buyer credit risks [10]. - The agreement is deemed beneficial for the company and its shareholders, particularly minority shareholders, with no adverse effects on their rights [10]. 6. Review Procedures for the Related Transaction - The independent directors unanimously approved the agreement, stating it effectively mitigates risks and supports the company's core business [11]. - The board of directors also approved the agreement with full attendance and unanimous support [11].