| 证券代码:603689 | 证券简称:皖天然气 | 编号:2025-055 | | --- | --- | --- | | 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 第五届董事会第一次会议决议的公告 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。 安徽省天然气开发股份有限公司（以下简称"公司"）第五届董事会第一次会议 于 2025 年 7 月 15 日以现场和通讯方式召开。会议应参与表决董事 12 名，实际参与表 决董事 12 名。会议召开和表决程序符合《公司法》等有关法律法规和《公司章程》的 规定。与会董事对本次会议议案认真审议并以书面表决方式通过如下决议： 一、审议通过了《关于选举公司董事长的议案》 会议同意选举吴海先生为公司董事长。任期自本次董事会审议通过之日起至公司 第五届董事会届满之日止。 表决结果：同意 12 票、反对 0 票、弃权 0 票。 二、审议通过了《关于选举公司副董事长的议案》 1.会议同意选举纪伟毅先生为公司副董事长； 表决结果：同意 12 票、反对 ...

Investment Rating - The investment rating for the natural gas industry is "Positive" (first-time rating) [4] Core Viewpoints - Natural gas is recognized as a clean, low-carbon, and flexible fossil energy source, serving as a crucial bridge for energy transition. It is expected to support global energy transformation for an extended period [4][7] - The "14th Five-Year Plan" has shown significant achievements in supply-side development, with infrastructure construction accelerating. By the end of 2024, China's natural gas production is projected to reach 246.451 billion cubic meters, a 28% increase from 2020 [4][14] - The consumption growth rate of natural gas during the "14th Five-Year Plan" has slowed compared to the previous five years, but the price mechanism is gradually being rationalized. The apparent consumption of natural gas in China is expected to reach 426.05 billion cubic meters in 2024, an 8% year-on-year increase [4][36] - The report anticipates a continued downward trend in natural gas costs, with stable demand growth expected before 2030. The demand for LNG in the transportation sector is projected to reach 40-55 billion cubic meters by 2030 [4][14] Summary by Sections Industry Overview - Natural gas is positioned as a transitional energy source to achieve carbon peak goals by 2030, with a target of 15% of total energy consumption by that year [4][7] - The "14th Five-Year Plan" emphasizes energy security, energy conservation, and carbon reduction, with a clear trend of increasing natural gas consumption in provincial plans [8] Supply and Infrastructure - Significant progress has been made in increasing domestic gas production, with a focus on conventional and unconventional gas sources. The total length of natural gas pipelines reached 126,000 kilometers by the end of 2023 [14][25] - By the end of 2024, 31 LNG receiving stations will be operational, with a total receiving capacity exceeding 15 million tons per year [25][26] Consumption Trends - The natural gas consumption structure includes urban gas, industrial fuel, power generation, and chemical use, with urban gas and industrial fuel maintaining stable proportions [36] - The report highlights the impact of geopolitical factors on gas prices, with a notable increase in the average import price of LNG in 2022 [4][19] Investment Recommendations - The report suggests focusing on upstream exploration companies like Xin Natural Gas, integrated companies like ENN Energy and Jiufeng Energy, and downstream city gas companies such as China Resources Gas and Kunlun Energy [4]

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 ...

Core Points - The company is established in accordance with the Company Law and Securities Law of the People's Republic of China, with a registered capital of RMB 490,191,687 [2][6] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 84,000,000 shares, which were listed on the Shanghai Stock Exchange on January 10, 2017 [2][3] - The company's business scope includes the construction, operation, and management of natural gas pipelines, as well as the development and sale of natural gas resources [4][5] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3][4] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their shareholdings [3][10] - The company has established a party organization to ensure the alignment of party building and corporate development [4] Business Objectives - The company's mission is to introduce advanced technology and modern management practices to promote the utilization and development of natural gas in Anhui Province [4][5] - The company aims to achieve satisfactory economic benefits for all parties involved [4] Share Issuance and Management - The company has issued a total of 490,191,687 shares, all of which are ordinary shares [6][7] - Share issuance must adhere to principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [5][6] - The company can increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company management, as well as obligations to comply with laws and regulations [10][11] - The company must maintain a shareholder register to document ownership and rights [10][11] - Shareholders holding more than 5% of shares are subject to specific regulations regarding the sale and transfer of their shares [9][10] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which are responsible for major decisions such as profit distribution and capital changes [16][17] - Shareholder meetings can be called under specific circumstances, and decisions require a majority or supermajority vote depending on the nature of the resolution [16][17][18] - The company must ensure transparency and compliance with legal requirements during shareholder meetings [21][22]

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]