| 证券代码：603689 | 证券简称：皖天然气 | 编号：2025-058 | | --- | --- | --- | | 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 2025 年度第一期超短期融资券发行公告 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"）于2025年2月18日召 开了第四届董事会第二十七次会议、2025年3月6日召开了2025年第一次临时股东 大会，审议通过了《关于注册发行超短期融资券的议案》，同意公司发行超短期 融资券，具体内容详见公司在上海证券交易所网站（www.sse.com.cn）披露的《关 于申请注册发行超短期融资券的公告》（公告编号2025-011）。 根据中国银行间市场交易商协会核发的《接受注册通知书》（中市协注〔2025〕 SCP130号），接受公司发行超短期融资券，注册金额为人民币5亿元，注册有效 期为2年。具体内容详见公司在上海证券交易所网站（www.sse.com.cn）披露的 《关于超 ...

Core Points - The company held its fifth board meeting on July 15, 2025, where all 12 participating directors voted on various resolutions [1][2][3] Group 1: Board Elections - The board elected Mr. Wu Hai as the chairman with unanimous support (12 votes in favor) [1] - The board elected the vice chairman with unanimous support (12 votes in favor) [1] - The board approved the election of members for various specialized committees, including the audit, strategy, nomination, and compensation committees, all with unanimous support (12 votes in favor) [1] Group 2: Executive Appointments - Mr. Tao Qingfu was appointed as the general manager, board secretary, chief legal advisor, and chief compliance officer, all with unanimous support (12 votes in favor) [1][2] - Ms. Zhu Yihong was appointed as the deputy general manager and also took on the role of financial director, with unanimous support (12 votes in favor) [2] - Mr. Jin Yong was appointed as the chief engineer with unanimous support (12 votes in favor) [2] Group 3: Securities Affairs - Mr. Wu Wei was appointed as the securities affairs representative with unanimous support (12 votes in favor) [2][3] Group 4: Capital Reduction - The board approved a capital reduction for Hefei Wan Neng Smart Energy Technology Co., Ltd. by 35 million yuan, with 8 votes in favor from non-related directors [3]

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]

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].

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]

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]

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]

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]

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]

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 ...