二〇二五年八月二十二日 陕西省西安市太白南路 139 号云图中心十五层 邮编：710065 传真/Fax:029-88360129 陕西省西安市太白南路 139 号云图中心十五层 邮编：710065 传真/Fax:029-88360129 北京市康达（西安）律师事务所 关于陕西省天然气股份有限公司 2025 年第三次临时股东会 之 法律意见书 （2025）北京康达法意字 198 号 北京市康达（西安）律师事务所 关于陕西省天然气股份有限公司 2025 年第三次临时股东会 之 法律意见书 （2025）北京康达法意字 198 号 致：陕西省天然气股份有限公司 北京市康达（西安）律师事务所（以下简称"本所"）接受陕西省 天然气股份有限公司（以下简称"公司"）的委托，指派刘坚律师、 杨高翔律师出席公司 2025 年第三次临时股东会（以下简称"本次股东 会"），对本次股东会的召开和表决程序进行了审核和见证，并出具本 法律意见书。 第一部分声明 本所根据《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》"）和中国证券监 督管理委员会发布的《上市公司股东会规则》（以下简称" ...

证券日报网讯陕天然气8月22日在互动平台回答投资者提问时表示，公司将根据经营业绩、资本支出等 因素，统筹考虑利润分配方案。 （文章来源：证券日报） ...

Core Viewpoint - The legal opinion letter confirms that the third extraordinary general meeting of shareholders of Shaanxi Natural Gas Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and the validity of the resolutions passed [4][10]. Group 1: Meeting Procedures - The meeting was convened based on a resolution from the 20th meeting of the 6th Board of Directors held on August 1, 2025, and the notice was published on August 5, 2025, in various media [4][5]. - The meeting was held on August 22, 2025, at the company's dispatch command center, presided over by Chairman Liu Hongbo [5][6]. - The meeting utilized a combination of on-site and online voting methods, with specific time slots allocated for online voting [5][10]. Group 2: Attendance and Voting - A total of 2 shareholders attended the meeting in person, representing 716,550,456 shares, which accounted for a significant portion of the total voting shares [5][7]. - The online voting system verified the identity of participating shareholders, ensuring the legitimacy of the votes cast [7][9]. - The voting results indicated that 99.9467% of the votes were in favor of the resolutions, with no opposition from on-site votes and minimal opposition from online votes [10][11]. Group 3: Legal Validity - The legal opinion asserts that the convening, conducting, and voting procedures of the meeting complied with the Company Law, Securities Law, and the company's articles of association, confirming the legality of the resolutions passed [4][11]. - The opinion letter is intended solely for the purpose of the shareholder meeting and cannot be used for any other purpose without written consent from the law firm [3][11].

Meeting Details - The third extraordinary general meeting of shareholders for 2025 was held on August 22, 2025, at the company's dispatch command center in Xi'an [1] - The meeting combined on-site and online voting methods, with a total of 203 shareholders and representatives present, representing 722,405,060 shares, which is 64.9601% of the total voting shares [1] Proposal Review and Voting Results - One ordinary resolution was reviewed and approved: the election of the sixth independent board of directors [2] - The voting results showed that the number of shares in favor exceeded half of the valid voting shares present at the meeting, thus the resolution was passed [2] Legal Opinion - The meeting was witnessed by lawyers from Beijing Kangda (Xi'an) Law Firm, who provided a legal opinion confirming that the meeting's procedures complied with relevant laws and regulations [2]

Core Viewpoint - The company emphasizes the importance of long-term and stable investment strategies through the collaboration between China Communications Capital and Huitong Capital, aiming for technological synergy and resource sharing in the domestic market [1] Group 1 - The collaboration is expected to establish a solid foundation for mutual benefits in technology and resources through the equity transaction [1] - The company plans to enhance communication and cooperation with shareholders across various business areas to promote win-win outcomes [1]

Group 1 - Jinhe Biological plans to establish a wholly-owned subsidiary with an investment of 10 million yuan to expand into the pet business, focusing on pet food and supplies, food additives, and medical research [1] - CNOOC Development intends to sell its cold energy business and assets to a related party for a total of 371 million yuan [1] - Shentong Express reported a revenue of 4.287 billion yuan in July, a year-on-year increase of 9.95% [2] Group 2 - Haosai received a warning letter from the Beijing Securities Regulatory Bureau due to suspected bribery involving its controlling shareholder [4] - Zhenyang Development is planning a major asset restructuring, leading to a temporary suspension of its stock [5] - Chitianhua's subsidiary will undergo a planned maintenance shutdown for 35 days, which will not affect the annual production targets [7] Group 3 - Aikang Pharmaceutical reported a net loss of 139 million yuan in the first half of the year, despite a revenue increase of 10.26% [8] - Zhaojin Gold achieved a net profit of 446.946 million yuan in the first half of the year, reversing a loss from the previous year [9] - CNOOC Development reported a net profit of 1.83 billion yuan in the first half of the year, a year-on-year increase of 13.15% [10] Group 4 - Hanchuan Intelligent reported a net profit of 22.935 million yuan in the first half of the year, compared to a loss in the same period last year [11] - Songyuan Safety's net profit increased by 30.85% year-on-year, with a revenue of 1.148 billion yuan [12] - Hengdian Film reported a net profit of 202 million yuan, a year-on-year increase of 128.61% [13] Group 5 - Ruoyu Chen's net profit increased by 85.6% year-on-year, with a revenue of 1.319 billion yuan [14] - Ruida Futures reported a net profit of 228 million yuan, a year-on-year increase of 66.49% [16] - Yangjie Technology's net profit increased by 41.55% year-on-year, with a revenue of 3.455 billion yuan [17] Group 6 - Yahua Group reported a net profit of 136 million yuan, a year-on-year increase of 32.87% [19] - Zhenyou Technology reported a net loss of 47.594 million yuan in the first half of the year [20] - Xinghui Co., Ltd. announced a share transfer agreement involving 6.99% of its shares [21] Group 7 - Shaanxi Natural Gas plans to transfer 13% of its shares through an agreement [23] - Zhenyou Technology received government subsidies totaling 6.0487 million yuan, accounting for 22.05% of its net profit [25] - Kema Technology plans to reduce its shareholding by up to 1.72% through a strategic employee placement plan [26]

Core Viewpoint - Shaanxi Natural Gas announced the transfer of 145 million unrestricted circulating shares, accounting for 13% of the total share capital, to two companies at a price of 7.97 yuan per share, totaling approximately 1.15 billion yuan [1] Group 1 - Shaanxi Gas Group transferred 77.8453 million shares to China Communications Capital Holdings and 66.7245 million shares to Shaanxi Chang'an Huitong Capital Management [1] - After the transfer, Shaanxi Gas Group holds 572 million shares, representing 51.43% of the total share capital [1] - The equity change will not alter the controlling shareholder or actual controller of Shaanxi Natural Gas [1] Group 2 - There are no clear plans for increasing or decreasing holdings within the next 12 months [1]

Core Viewpoint - Shaanxi Natural Gas (002267) announced that its controlling shareholder, Shaanxi Gas Group, plans to transfer a total of 145 million shares, representing 13% of the company's total equity, to China Communications Capital and Huitong Capital at a price of 7.97 yuan per share [1] Summary by Sections - **Share Transfer Details** - Shaanxi Gas Group will transfer 77.8453 million shares to China Communications Capital and 66.7245 million shares to Huitong Capital [1] - The total shares being transferred amount to 145 million, which constitutes 13% of the company's total share capital [1] - **Post-Transfer Shareholding Structure** - After the transfer, Shaanxi Gas Group will hold 51.43% of the company's shares [1] - China Communications Capital will hold 7% of the company, while Huitong Capital will hold 6% [1]

Core Viewpoint - Shaanxi Natural Gas (002267.SZ) announced the transfer of shares from its controlling shareholder, Shaanxi Gas Group, to China Communications Capital and Shaanxi Chang'an Huitong Capital Management, impacting the ownership structure of the company [1] Group 1: Share Transfer Details - Shaanxi Gas Group plans to transfer a total of 144,569,808 shares, representing 13% of the company's total equity, at a price of RMB 7.97 per share [1] - Before the transfer, Shaanxi Gas Group held 716,530,456 shares, accounting for 64.43% of the total shares [1] - After the transfer, Shaanxi Gas Group will hold 51.43% of the shares, while China Communications Capital will hold 7% and Shaanxi Chang'an Huitong Capital will hold 6% [1]

Core Viewpoint - Shaanxi Natural Gas (002267.SZ) announced the transfer of shares from its controlling shareholder, Shaanxi Gas Group, to China Communications Capital and Shaanxi Chang'an Huitong Capital Management, impacting the ownership structure of the company [1] Group 1: Share Transfer Details - Shaanxi Gas Group plans to transfer a total of 144,569,808 shares, representing 13% of the company's total equity, at a price of RMB 7.97 per share [1] - Before the transfer, Shaanxi Gas Group held 716,530,456 shares, accounting for 64.43% of the total shares [1] - After the transfer, Shaanxi Gas Group will hold 51.43% of the shares, while China Communications Capital will hold 7% and Shaanxi Chang'an Huitong Capital will hold 6% [1]