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皖天然气: 安徽天禾律师事务所关于皖天然气2025年第二次临时股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-07-15 13:17
Core Points - The legal opinion letter confirms the compliance of the convening and holding of the second extraordinary general meeting of shareholders of Anhui Natural Gas Development Co., Ltd. on July 15, 2025, with relevant laws and regulations [1][8] - The meeting was convened by the board of directors and chaired by Mr. Wu Hai, with the actual time, location, and content consistent with the announcement [1][2] - A total of 77 shareholders participated in the meeting, representing 342,031,808 shares [2][3] Meeting Attendance - The meeting was attended by 4 shareholders and their proxies, representing 342,031,808 shares, with all proxies having valid authorization [2][3] - In addition to shareholders, company directors, supervisors, senior management, and the appointed lawyers were present at the meeting [2][3] Voting Procedure and Results - The voting was conducted through a named voting method, and the results were announced on-site, with no objections raised by the attendees [3][4] - The meeting passed several resolutions, including the cancellation of the supervisory board and amendments to the company's articles of association, with the following voting results: - Resolution on cancellation of the supervisory board: 343,021,176 votes in favor, 0.0952% of total valid votes [4] - Resolution on amending the shareholder meeting rules: 343,027,776 votes in favor, 0.0933% of total valid votes [4] - Resolution on amending the board meeting rules: 343,027,776 votes in favor, 0.0933% of total valid votes [4] - Resolution on renewing the accounting firm: 342,927,476 votes in favor [5] Conclusion - The legal opinion concludes that the convening, procedures, attendance qualifications, and voting processes of the meeting comply with legal and regulatory requirements, and the voting results are valid [8]
皖天然气: 关于聘任公司副总经理、财务总监及总工程师的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Core Viewpoint - The announcement details the appointment of new executives at Anhui Natural Gas Development Co., Ltd., including a Vice General Manager, Chief Financial Officer, and Chief Engineer, as approved by the board of directors on July 15, 2025 [1]. Group 1: Appointments - Zhu Yihong has been appointed as Vice General Manager and Chief Financial Officer, with a background in finance and auditing from various companies [1][2]. - Zhang Xianfeng has been appointed as Vice General Manager, previously holding positions in gas companies and demonstrating extensive experience in operations [2][3]. - Cao Gennia has been appointed as Vice General Manager, with a history in pipeline maintenance and management [3][4]. - Jin Yong has been appointed as Chief Engineer, with experience in gas distribution and management roles [5]. Group 2: Qualifications and Background - Zhu Yihong holds a master's degree and has no stock ownership in the company, meeting all legal qualifications for her role [2]. - Zhang Xianfeng holds a bachelor's degree and owns 100,000 shares of the company, also meeting all legal qualifications [3]. - Cao Gennia holds a bachelor's degree and has no stock ownership in the company, meeting all legal qualifications [4]. - Jin Yong holds a bachelor's degree and owns 39,530 shares of the company, meeting all legal qualifications [5]. Group 3: Compliance and Integrity - All appointed executives have no criminal records, have not been penalized by regulatory bodies, and are not under investigation for any legal issues [2][3][4][5].
皖天然气: 关于选举职工董事的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Group 1 - The company announced the election of Mr. Li Kun as the fifth employee representative director during the third session of the twelfth employee representative assembly [1][2] - The fifth board of directors will consist of Mr. Li Kun and 11 non-employee representative directors elected at the second extraordinary general meeting of shareholders in 2025 [1] - The qualifications of the employee representative director comply with relevant laws and regulations, and there are no disqualifications as per the Company Law and the company's articles of association [1][2] Group 2 - Mr. Li Kun, born in 1970, holds a master's degree and has served as the deputy secretary of the party committee and chairman of the labor union of the company [2] - As of the board meeting date, Mr. Li Kun holds 70,000 shares of the company and has no related party relationships with major shareholders or other directors [2] - Mr. Li Kun meets all legal and regulatory requirements for the position and has not faced any criminal penalties or administrative sanctions [2]
皖天然气: 关于聘任公司总经理、董事会秘书、总法律顾问和首席合规官的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Core Points - The company appointed Mr. Tao Qingfu as the General Manager, Board Secretary, General Counsel, and Chief Compliance Officer, effective from the date of the board's approval until the end of the current board's term [1][2] - Mr. Tao holds a qualification certificate for Board Secretary from the Shanghai Stock Exchange and meets the necessary qualifications as per relevant laws and regulations [1][2] - Mr. Tao has a diverse background in various managerial roles within the industry, including positions in finance and gas companies, and currently holds 100,000 shares of the company [2]
皖天然气: 关于选举董事长、副董事长、董事会各专门委员会委员的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Core Viewpoint - The announcement details the election of the chairman, vice chairman, and members of various specialized committees of the board of directors of Anhui Natural Gas Development Co., Ltd. [1][2] Group 1: Board Elections - The company held its second extraordinary general meeting on July 15, 2025, to elect the fifth board of directors and a worker representative director [2] - The first meeting of the fifth board of directors was also held on July 15, 2025, where the election of the chairman and vice chairman was approved [2][3] Group 2: Specialized Committees - The fifth board of directors established four specialized committees: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee [3] - The members and chairpersons of each committee are as follows: - Audit Committee: Meng Fengping (Chair), Zhang Jianping, Luo Shousheng, Zhu Wenjing, Xu Wei [3] - Strategy Committee: Wu Hai (Chair), Ji Weiyi, Ni Jingxi, Tao Qingfu, Luo Shousheng [3] - Nomination Committee: Li Pengfeng (Chair), Meng Fengping, Luo Shousheng, Ji Weiyi, Wang Xiaoning [3] - Compensation and Assessment Committee: Zhang Jianping (Chair), Li Pengfeng, Meng Fengping, Zhu Wenjing, Wang Xiaoning [3]
皖天然气: 关于聘任公司证券事务代表的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Group 1 - The company held its first meeting of the fifth board of directors on July 15, 2025, where it approved the appointment of Mr. Wu Wei as the securities affairs representative [1] - Mr. Wu Wei has obtained the qualification certificate for the secretary of the board of directors from the Shanghai Stock Exchange and possesses the necessary professional knowledge and experience to fulfill his responsibilities [1][4] - Mr. Wu Wei does not hold any shares in the company as of July 15, 2025, and has no related party relationships with shareholders holding more than 5% of the company's shares or other directors and senior management [4] Group 2 - The company is located at 491 Guizhou Road, Hefei City, and provides contact information for its board office [2] - The announcement is made by the board of directors of Anhui Natural Gas Development Co., Ltd [3]
皖天然气: 关于控股子公司减资暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-15 13:16
Group 1 - The core point of the announcement is that Anhui Natural Gas Development Co., Ltd. and Anhui Wanfeng Changneng Investment Co., Ltd. plan to reduce their capital contributions to Hefei Waneng Smart Energy Technology Co., Ltd. proportionally, with Anhui Natural Gas reducing its contribution by 35 million yuan [1] - The registered capital of the project company will be reduced from 100 million yuan to 50 million yuan, and the shareholding ratios will remain unchanged after the reduction [1][4] - This transaction constitutes a related party transaction but does not qualify as a major asset restructuring according to relevant regulations [1][2] Group 2 - The independent directors have approved the transaction, stating it is based on the actual operating conditions and development plans of Hefei Waneng Smart Energy Technology Co., Ltd. and will not significantly impact the company's daily operations or financial status [6] - The total amount of the capital reduction is 50 million yuan, with Anhui Natural Gas having 21 million yuan and Wanfeng Changneng having 9 million yuan yet to be paid, which does not involve actual cash flow [5] - The board of directors unanimously approved the proposal on July 15, 2025, with related directors abstaining from voting [7]
皖天然气(603689) - 关于选举董事长、副董事长、董事会各专门委员会委员的公告
2025-07-15 12:45
1、公司第五届董事会选举吴海先生担任公司董事长,任期自董事会审议通 过之日起至第五届董事会届满之日止。 2、公司第五届董事会选举纪伟毅先生、朱文静女士担任公司副董事长,任 期自董事会审议通过之日起至第五届董事会届满之日止。上述人员简历详见公司 于 2025 年 6 月 27 日在上海证券交易所网站(www.sse.com.cn)发布的《安徽省 天然气开发股份有限公司关于董事会换届选举的公告》(公告编号:2025-048)。 二、选举公司第五届董事会各专门委员会委员及主任委员 公司选举第五届董事会审计委员会、战略委员会、提名委员会、薪酬与考核 委员会四个董事会专门委员会成员,其组成成员情况如下: | 证券代码:603689 | 证券简称:皖天然气 | 编号:2025-050 | | --- | --- | --- | | 债券代码:113631 | 债券简称:皖天转债 | | 安徽省天然气开发股份有限公司 关于选举董事长、副董事长、董事会各专门 委员会委员的公告 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个别及连带责任。 根据《中华人 ...
皖天然气(603689) - 关于控股子公司减资暨关联交易的公告
2025-07-15 12:45
| 证券代码:603689 | 证券简称:皖天然气 | 编号:2025-054 | | --- | --- | --- | | 债券代码:113631 | 债券简称:皖天转债 | | 安徽省天然气开发股份有限公司(以下简称"皖天然气")与安徽皖丰长 能投资有限责任公司(以下简称"皖丰长能")拟对共同出资设立的合肥皖能智 慧能源科技有限公司(以下简称"皖能智慧科技公司")按持股比例进行同比例 减资,其中皖天然气拟减少认缴出资额 3500 万元;皖丰长能拟减少认缴出资额 1500 万元。本次减资完成后,皖天然气的出资情况为 3500 万元;皖丰长能的出 资情况 1500 万元。本次减资完成后,各股东方所持皖能智慧科技公司的份额比 例不变; 本次交易构成关联交易,不构成重大资产重组。本次交易经公司独立董 事专门会议事前审议同意,提交公司第五届董事会第一次会议审议通过。 本次关联交易在公司董事会的审批权限范围内,无需提交股东大会审议。 一、本次关联交易基本情况概述 经项目公司各股东方共同商议,拟将项目公司注册资本金由 10000 万元人民 币减少至 5000 万元人民币,并相应调整股比。本次项目公司减资事项完成后, ...
皖天然气(603689) - 关于聘任公司总经理、董事会秘书、总法律顾问和首席合规官的公告
2025-07-15 12:45
| 证券代码:603689 | 证券简称:皖天然气 | 编号:2025-051 | | --- | --- | --- | | 债券代码:113631 | 债券简称:皖天转债 | | 安徽省天然气开发股份有限公司(以下简称"公司")于 2025 年 7 月 15 日召开第五届董事会第一次会议,审议通过了《关于聘任公司总经理、董事会秘 书、总法律顾问和首席合规官的议案》。现将相关情况公告如下: 陶青福先生已取得上海证券交易所董事会秘书资格证书,具备履行公司董事 会秘书职责所必须的专业知识和工作经验,任职资格符合《中华人民共和国公司 法》《上海证券交易所股票上市规则》及《公司章程》中担任上市公司高级管理 人员的有关规定。陶青福先生简历详见附件。 特此公告。 安徽省天然气开发股份有限公司董事会 公司第五届董事会聘任陶青福先生担任公司总经理、董事会秘书、总法律顾 问和首席合规官,任期自董事会审议通过之日起至第五届董事会届满之日止。 联系地址:合肥市包河区贵州路 491 号皖能智能管控中心 联系电话:0551-62225677、62225781 邮箱:ahtrqgs@vip.163.com 安徽省天然气开发股份有限公司 ...