证券代码：600395 证券简称：盘江股份 公告编号：临 2025-032 贵州盘江精煤股份有限公司 关于控股股东增持公司股份时间过半 暨增持计划进展公告 本公司董事会、全体董事及相关股东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： 已披露增持计划情况 贵州盘江精煤股份有限公司（以下简称"公司"）于 2024 年 12 月 28 日发布《关于 控股股东增持公司股份计划的公告》（详见公告：临 2024-086），公司控股股东贵州能源 集团有限公司（以下简称"贵州能源集团"）基于对公司未来发展前景信心及长期投资价 值的认可，拟自该公告披露之日起 12 个月内通过上海证券交易所交易系统以集中竞价 交易方式增持公司 A 股股份，增持总金额不低于人民币 0.6 亿元，不超过人民币 1.2 亿 元，增持价格不超过 8 元/股（以下简称"本次增持计划"）。 增持计划的实施进展 截至 2025 年 6 月 27 日，贵州能源集团通过上海证券交易所交易系统以集中竞价交 易方式增持公司 12,773,700 股 A 股股份，占公司总股本比例为 0.5 ...

北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于贵州盘江精煤股份有限公司 2024 年年度股东会的 法律意见书 国枫律股字[2025]A0339 号 致：贵州盘江精煤股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见 证贵公司 2024 年年度股东会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称 "《股东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律 业务管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券法 律业务执业规则》"）等相关法律、行政法规、规章、规范性文件及《贵州盘江精煤股份 有限公司公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开程 序、召集人资格、出席会议人员资格、会议表决程序及表决结果等事宜，出具本法律意 见书 ...

证券代码：600395 证券简称：盘江股份 公告编号：2025-031 贵州盘江精煤股份有限公司 2024年年度股东大会决议公告 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： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025 年 6 月 26 日 (二)股东大会召开的地点：贵州省盘州市红果经济开发区干沟桥盘江股份七楼会议室 | (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | | --- | | 1、出席会议的股东和代理人人数 | 503 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,251,338,467 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 58.2933 | | 份总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长纪绍思先生主持，会议采取现场记名投票 和网络投票相结合的表决方式进行投票。 ...

Meeting Overview - The annual general meeting of Guizhou Panjiang Coal Co., Ltd. is scheduled for June 26, 2025, at 14:30 [1] - The meeting will be held at the company's conference room in the Hongguo Economic Development Zone, Panxian City, Guizhou Province [1][15] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's voting system [1][3] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system or in person [3][13] - The online voting period is from 9:15 to 15:00 on the day of the meeting [1][14] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4][5] Meeting Agenda - The meeting will review several proposals, including the cancellation of the supervisory board and amendments to the company's articles of association [2][28] - The proposals have been approved by the company's board and supervisory board in previous meetings [2][28] Attendance and Registration - Only shareholders registered by the close of trading on June 19, 2025, are eligible to attend [6] - Registration for the meeting will take place on June 25, 2025, at the company's office [6][8] Company Performance and Future Plans - In 2024, the company achieved a total coal output of 14.46 million tons, meeting 92.69% of its budget [17] - The company plans to focus on safety, green development, and coal-electricity integration in its future operations [18][19][21] - The company aims to enhance its governance and investor relations, ensuring transparency and compliance with regulations [20][27]

贵州盘江精煤股份有限公司 2024 年年度股东大会 （证券代码：600395） 会 议 资 料 会议时间：2025 年6 月26 日 600395 盘江股份 2024 年年度股东大会会议资料 | 录 | | --- | | 目 | | 一、会 通 | 议 | 知 3 | | --- | --- | --- | | 二、会 须 | 议 | 知 9 | | 三、会 议 | 议 | 程 11 | | 四、会 议 | 议 | 案 13 | | 1.2024 | | 年度董事会工作报告 13 | | 2.2024 | | 年度监事会工作报告 23 | | 3.2024 | | 年度独立董事述职报告 29 | | 4.2024 | | 年度财务决算报告 30 | | 5.2024 | | 年年度报告及摘要 33 | | 6.2024 | | 年度利润分配预案 34 | | 7.关于日常关联交易的议案 36 | | | | 8.2025 | | 年度财务预算报告 40 | | 9.关于 | 2025 | 年度融资计划的议案 42 | | 10.关于 | 2025 | 年度投资计划的议案 44 | | 11.关于取消监事会暨 ...

Group 1 - The core viewpoint of the article is that Panzhihua Co., Ltd. is actively investing in renewable energy projects, specifically wind and solar power, to enhance its integrated coal and electricity development strategy [1][2]. - The company plans to invest 9.62 billion yuan in two projects: a wind farm with a capacity of 120 MW and a solar power station with a capacity of 50 MW, which will be constructed simultaneously [2]. - By May 30, 2025, the company aims to have a total installed capacity of 3.77 million kW in renewable energy projects, with 2.96 million kW already connected to the grid [2]. Group 2 - Panzhihua Co., Ltd. is the largest coking coal enterprise in Southwest China, with coal reserves of 8.143 billion tons and an available mining capacity of 3.949 billion tons [3]. - In 2024, despite market challenges, the company achieved a raw coal output of 14.46 million tons and a sales volume of 7.84 million tons, meeting its budget targets [3]. - The company has also invested 6.67 billion yuan in a new coal-fired power plant project, which is expected to enhance its electricity generation capacity [3]. Group 3 - For the fiscal year 2024, the company reported a revenue of 8.9 billion yuan, a decrease of 5.4% year-on-year, and a net profit of 104 million yuan, down 85.8% [4]. - In the first quarter of the current year, the company recorded a revenue of 2.482 billion yuan, a year-on-year increase of 27.33%, but incurred a net loss of 105 million yuan due to rising coal extraction costs and declining coal prices [4]. - The company's operating cash flow increased significantly by 290.7% to 90.29 million yuan, indicating strong cash generation capabilities [4].

Core Viewpoint - The document outlines the fair decision-making system for related party transactions of Guizhou Panjiang Coal Co., Ltd, aiming to standardize operations, protect investors' rights, and ensure that transactions do not harm the interests of the company and its shareholders [1][2]. Group 1: General Principles - Related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1] - Transactions should be conducted fairly, justly, and transparently [1] - Directors with conflicts of interest must abstain from voting on related party transactions [1] Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [2] - Legal entities that control the company or are controlled by the same entity are considered related parties [2] - Natural persons include shareholders with over 5% ownership and company directors or senior management [2] Group 3: Scope of Related Transactions - Related transactions encompass various activities such as asset purchases, financial assistance, and management services [5][6] - Pricing for related transactions should follow market price principles, cost-plus pricing, or agreed-upon pricing if no market price exists [4][5] Group 4: Approval Process - Transactions below 0.5% of the company's latest audited net assets can be approved by the general manager [5] - Transactions between 0.5% and 5% require board approval, while those exceeding 5% must be approved by the shareholders' meeting [6][7] Group 5: Information Disclosure - Transactions that fall under specific thresholds may not require public announcement [19] - Significant transactions must be disclosed within two working days after a decision is made [20] - Certain transactions, such as those providing unilateral benefits to the company, may be exempt from disclosure [21][22]

General Provisions - Guizhou Panjiang Refined Coal Co., Ltd. was established on October 29, 1999, with approval from the Guizhou Provincial Government [1][3] - The company is registered with a capital of RMB 2,146.624894 million [3] - The company operates as a permanent joint-stock company [3] Business Objectives and Scope - The company's business objective is to maximize market efficiency while adhering to national laws and regulations [4] - The business scope includes coal mining, processing, sales, electricity production, and various related services [5] Party Leadership - The company has established a Party Committee and a Discipline Inspection Committee in accordance with the Party Constitution [6] - The Party Committee is responsible for major decision-making and ensuring the implementation of the Party's policies within the company [6][7] Shares - The company issues ordinary shares, with a face value of RMB 1 per share [8][10] - The total number of shares issued is 2,146,624,894 shares, with a structure that includes 2,146,624,894 ordinary shares [10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company decisions based on their shareholdings [18] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [23] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [58][61] - Shareholders can propose agenda items and have the right to vote on various matters, including profit distribution and capital changes [27][29]

Core Points - The document outlines the rules for the board of directors of Guizhou Panjiang Coal and Electricity Co., Ltd, aiming to standardize decision-making processes and enhance operational efficiency [1][19] - The board must integrate the leadership role of the party committee in decision-making, with significant matters requiring prior discussion by the committee [1][2] Group 1: Board Structure and Responsibilities - The board of directors is supported by a board office responsible for daily affairs, with the board secretary potentially serving as the office head [1][2] - The board is required to submit quarterly reports on safety, environmental protection, and management to its members [1][2] - Major operational and strategic decisions must be discussed and approved by the board, including significant asset acquisitions, capital adjustments, and structural changes [2][3][4] Group 2: Decision-Making Procedures - The board must hold at least two regular meetings each year, with provisions for temporary meetings under specific circumstances [7][12] - Meeting notifications must be sent out in advance, detailing the agenda and participants [8][9] - Decisions require a majority vote from the attending directors, with specific rules for abstentions and conflicts of interest [13][14][15] Group 3: Documentation and Accountability - Meeting records must be maintained, including attendance, proposals discussed, and voting outcomes [17][18] - Directors are responsible for the board's decisions, with provisions for liability in cases of legal violations leading to company losses [18][19] - The board's resolutions must be announced in accordance with stock exchange regulations, ensuring confidentiality prior to public disclosure [18][19]

General Principles - The company establishes a fundraising management system to regulate the use and management of raised funds, improve efficiency, and protect investors' rights [1] - The system applies to funds raised through stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1] - The board of directors is responsible for establishing and implementing the fundraising management system and ensuring proper disclosure of fund usage [1][2] Fund Storage - Raised funds must be stored in a special account approved by the board of directors, and cannot be used for non-raising purposes [3] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [3][4] Fund Usage - Funds should primarily be used for the main business and not for financial investments or providing funds to controlling shareholders or related parties [5][6] - Any changes in the use of funds must be approved by the board and disclosed, especially if it involves changing the investment plan or project [5][6] Management and Supervision - The company’s accounting department must maintain detailed records of fund usage, and internal audits should occur at least biannually [15][16] - The board must regularly review the management and usage of raised and excess funds, preparing and disclosing a special report on the status of these funds [15][16] Changes in Fund Usage - Any changes in the investment projects must be carefully analyzed for feasibility and must be disclosed to ensure transparency [12][13] - If excess funds are used for cash management or temporary liquidity support, it must be justified and disclosed [9][10]