Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including the cancellation of the supervisory board and amendments to the company's articles of association, as well as the election of new board members and the appointment of an auditing firm for the upcoming fiscal year [4][8][21]. Meeting Procedures - The meeting will ensure the protection of shareholders' rights and maintain order and efficiency, requiring attendees to register and present valid identification [1][2]. - A combination of on-site and online voting will be utilized, with a named voting method for transparency [3][4]. - The meeting will be organized by the board office, and legal opinions will be provided by a law firm [3][10]. Agenda Items - Proposal to cancel the supervisory board and amend the articles of association, which has been approved by the board [4][5]. - Proposal to revise the rules of shareholder meetings, also approved by the board [4][5]. - Proposal to revise the rules of board meetings, approved by the board [7][8]. - Proposal to revise the audit committee's working rules due to the cancellation of the supervisory board, approved by the board [7][8]. - Proposal to reappoint the accounting firm Xinyong Zhonghe for the 2025 fiscal year, highlighting its previous performance and compliance with auditing standards [8][9][10]. - Proposal to set the annual remuneration for independent directors at RMB 80,000 before tax, effective upon approval [12]. - Proposal to elect new non-independent directors for the fifth board, with candidates nominated and approved by the board [21][22]. - Proposal to elect independent directors for the fifth board, with candidates nominated and approved by the board [21][22].

安徽省天然气开发股份有限公司 2025 年第二次临时股东大会 会议资料 二零二五年七月十五日 安徽省天然气开发股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 会 | 议 | 须 | 知 | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | . | 1 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- ...

Core Viewpoint - The announcement details the conversion results of the "Wantian Convertible Bonds" issued by Anhui Natural Gas Development Co., Ltd., highlighting the conversion situation and the remaining unconverted bonds. Group 1: Convertible Bond Issuance Overview - The company issued 9.30 billion yuan worth of convertible bonds on November 8, 2021, with a total of 9.3 million bonds at a face value of 100 yuan each [1][2] - The bonds were listed on the Shanghai Stock Exchange on December 10, 2021, with a maturity date of November 7, 2027, and a conversion period from May 12, 2022, to November 7, 2027 [2] Group 2: Conversion Situation - As of June 30, 2025, a total of 1,386 shares have been converted from the bonds, representing 0.0003% of the total shares before conversion [4] - The total unconverted bonds amount to 839.923 million yuan, which is 90.3143% of the total issuance [5] Group 3: Share Capital Changes - The total share capital increased from 490,191,687 shares to 490,193,073 shares due to the conversion of bonds [6]

可转债转股结果暨股份变动公告 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。 重要内容提示： 转股情况："皖天转债"自2022年5月12日进入转股期，截至2025年6月 30日，累计转股金额90,077,000元，因转股形成的股份数量为12,489,213股，占 可转债转股前本公司已发行股份总额的2.6550%。自2025年4月1日至2025年6月30 日期间，累计已有人民币面值总额为10,000元的"皖天转债"转换成公司普通股 股票，累计转股数量为1,386股，占可转债转股前本公司已发行股份总额的 0.0003%。 未转股可转债情况：截至2025年6月30日，"皖天转债"尚有839,923,000 元未转股，占"皖天转债"发行总量的90.3143%。 一、可转债发行上市概况 经中国证券监督管理委员会《关于核准安徽省天然气开发股份有限公司公开 发行可转换公司债券的批复》（证监许可〔2021〕2733号）核准，安徽省天然气 开发股份有限公司（以下简称"公司"）于2021年11月8日公开发行了930万张可 转换公司债券，每张 ...

安徽省天然气开发股份有限公司 章 程 目 录 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和 行为，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》）《上市公司章程指引》《中国共产党章程》 和其他法律、法规的有关规定，制订本章程。 第二条 安徽省天然气开发股份有限公司系依照《公司法》《证券法》和其 他有关规定成立的股份有限公司（以下简称"公司"）。 发起方式设立；在安徽省工商行政管理局注册登记，取得企业法人营业执照，统 一社会信用代码为 913400007467971596。 第三条 公司于 2016 年 12 月 2 日经中国证券监督管理委员会 （以下简称"中 国证监会"）核准，首次向社会公众发行人民币普通股 84,000,000 股，于 2017 年 1 月 10 日在上海证券交易所上市。 第四条 公司注册名称：安徽省天然气开发股份有限公司。 英文名称：Anhui Province Natural Gas Development CO.,Ltd. 第五条 公司住所：安徽省合肥市包河工业园大连路 9 号 邮政编码：23005 ...

Core Viewpoint - The company, Anhui Natural Gas Development Co., Ltd., is undergoing a board re-election process, with candidates nominated for both independent and non-independent director positions, as per legal and regulatory requirements [1][2]. Board Re-election - The fourth board of directors has completed its term, and the fifth board will be elected based on proposals for non-independent and independent director candidates [1][2]. - The independent director candidates include Li Pengfeng, Meng Fengping, Zhang Jianping, and Luo Shousheng, while the non-independent candidates include Wu Hai, Ji Weiyi, Zhu Wenjing, Ni Jingxi, Xu Wei, Tao Qingfu, and Wang Xiaoning [1][2]. Candidate Profiles - Wu Hai, born in 1977, is the current chairman and has held various positions in energy companies, holding 120,000 shares in the company [5]. - Ji Weiyi, born in 1966, is the operations president of Hong Kong and China Gas Company and has no shares in the company [6][7]. - Zhu Wenjing, born in 1978, is a senior accountant and currently serves as the financial management department head at Anhui Energy Group, with no shares in the company [8]. - Ni Jingxi, born in 1970, is the chief economist at China Coal Xinji Company and has no shares in the company [9]. - Xu Wei, born in 1966, is a senior vice president at a public utility group and has no shares in the company [10]. - Tao Qingfu, born in 1974, is the general manager and board secretary, holding 100,000 shares in the company [12]. - Wang Xiaoning, born in 1971, is a professional director at Anhui Energy Group and has no shares in the company [13]. - Li Pengfeng, born in 1975, is a senior partner at a law firm and has no shares in the company [14]. - Meng Fengping, born in 1969, is a professor and has no shares in the company [16]. - Zhang Jianping, born in 1968, is a lawyer and has no shares in the company [17]. - Luo Shousheng, born in 1957, is a senior engineer and has no shares in the company [18]. Election Process - The proposals for the new board will be submitted for approval at the company's upcoming shareholder meeting, with the new board's term starting from the date of approval for three years [2].

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association in accordance with the new regulations effective from July 1, 2024, ensuring that the audit committee of the board will assume the supervisory responsibilities without affecting the internal supervision mechanism [1]. Summary by Sections Abolishment of Supervisory Board - The company will no longer establish a supervisory board and supervisors, with the audit committee of the board taking over the supervisory functions as mandated by the new Company Law and related regulations [1]. Amendments to Articles of Association - The articles of association will be revised to reflect changes in corporate governance structure, including the following key amendments: - The first article now includes the protection of employees' rights alongside those of the company, shareholders, and creditors [2]. - The registered capital of the company has been updated from RMB 478,219,266 to RMB 490,191,687 [6]. - The company is now allowed to provide financial assistance for acquiring its shares under specific conditions, with a cap of 10% of the total issued capital [6]. - The provisions regarding the acquisition of the company's shares have been updated to allow for more flexible methods of capital increase and share repurchase [7][8]. - The rights and obligations of shareholders have been clarified, ensuring they can exercise their rights in accordance with their shareholding [12][13]. - The rules regarding the calling of shareholder meetings and the procedures for decision-making have been refined to enhance governance [23][24].

Core Points - The nomination of Luo Shousheng as an independent director candidate for the fifth board of Anhui Natural Gas Development Co., Ltd. has been made, with the nominator confirming the candidate's qualifications and independence [1][4] - The candidate possesses over five years of relevant work experience and has completed training recognized by the stock exchange [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various laws and regulations [1][4] Summary by Sections Candidate Qualifications - The candidate has basic knowledge of listed company operations and is familiar with relevant laws and regulations [1] - The candidate has obtained training certification recognized by the stock exchange [1] Independence Criteria - The candidate does not fall under any categories that would compromise independence, such as holding significant shares or having close relationships with major shareholders [2][3] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [3][4] Additional Information - The candidate has served as an independent director for a maximum of two domestic listed companies, with less than six years of continuous service at Anhui Natural Gas Development Co., Ltd. [4] - The nominator has verified the candidate's qualifications and confirmed that there are no conflicts of interest [4]

Core Viewpoint - The article outlines the governance structure and operational procedures of Anhui Natural Gas Development Co., Ltd., emphasizing the importance of scientific and democratic decision-making within the board of directors [1][2]. Group 1: Board Composition and Responsibilities - The board of directors consists of 12 members, including 1 chairman, 2 vice-chairmen, and 4 independent directors, and is accountable to the shareholders' meeting [3][4]. - The board can establish specialized committees such as strategy and investment, audit, nomination, and remuneration committees, with independent directors holding a majority in certain committees [2][12]. - Directors must adhere to legal obligations and avoid conflicts of interest, ensuring loyalty and diligence towards the company [4][5]. Group 2: Director Qualifications and Tenure - Directors must be natural persons and cannot hold office under specific disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [7][8]. - Directors are elected for a term of three years and may be re-elected, but independent directors cannot serve more than six consecutive years [3][6]. Group 3: Board Meetings and Decision-Making - The board must hold at least two regular meetings annually, with provisions for special meetings under certain conditions [13][17]. - Decisions require a majority vote from attending directors, and specific matters, such as related party transactions, necessitate the absence of interested directors during voting [23][24]. Group 4: Committees and Their Functions - The strategic committee is responsible for long-term planning and major investment proposals, while the audit committee oversees external and internal audits [12][14]. - The nomination committee focuses on selecting qualified candidates for directors and senior management, and the remuneration committee evaluates compensation policies [12][14][15]. Group 5: Documentation and Compliance - Board meeting records must be maintained for ten years, including attendance, agenda, and voting results, ensuring transparency and accountability [25][26]. - The rules governing the board's operations are subject to approval by the shareholders' meeting and must comply with national laws and regulations [26].

安徽省天然气开发股份有限公司 第一章 总 则 第三条 审计委员会成员由五名董事组成，其中三名为独立董事，且必须有 一名为会计专业人士，公司担任高级管理人员的董事不得担任审计委员会委员， 公司职工代表董事可以成为审计委员会成员。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名，并由董事会选举产生。 第五条 审计委员会设主任委员（即召集人）一名，由独立董事委员（且应 为会计专业人士）担任，负责主持委员会工作；主任由全体委员的二分之一以上 选举产生。 第六条 审计委员会任期与董事会一致，委员任期届满，连选可以连任。期 间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会根据上述第 三至第五条规定补足委员人数。 第一条 为强化安徽省天然气开发股份有限公司（以下简称"公司"）董事会 决策功能，做到事前审计、专业审计，确保董事会对经理层的有效监督，完善公 司治理结构，根据《中华人民共和国公司法》、 《上市公司治理准则》、 《安徽省天 然气开发股份有限公司章程》 （以下简称《公司章程》）及其他有关规定，特设立 董事会审计委员会，并制定本工作细则。 第二条 董事会审计委员会是董事会按 ...