召开日期和时间：2025 年 9 月 16 日（星期二）9 点 30 分 召开地点：浙江省杭州市三台山路 3 号公司会议室 二、会议投票方式： 2025年第二次临时股东大会 会议资料 2025 年第二次临时股东大会会议资料 会议时间、地点及投票方式 一、现场会议召开的日期、时间和地点 投票方式：现场投票与网络投票相结合 三、网络投票的系统、起止日期和投票时间 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 9 月 16 日至 2025 年 9 月 16 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投 票时间为股东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30， 13:00-15:00；通过互联网投票平台的投票时间为股东大会召开当日 的 9:15-15:00。 - 1 - 2025 年第二次临时股东大会会议资料 会议须知 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效 率，保证大会顺利进行，钱江水利开发股份有限公司（以下简称"公 司"）根据《上市公司股东会规则》（中国证券监督管理委员会公告 〔2025〕7 号）等文件的有关要求 ...

Core Viewpoint - Qianjiang Water Conservancy (600283) reported a moderate performance in its 2025 mid-year financial results, with a slight increase in total revenue and a significant rise in net profit, but faced challenges in cash flow and asset management [1][3]. Financial Performance - Total revenue for the first half of 2025 reached 1.053 billion yuan, a year-on-year increase of 3.59% [1] - Net profit attributable to shareholders was 106 million yuan, up 24.37% year-on-year [1] - In Q2 2025, total revenue was 561 million yuan, showing a minor increase of 0.16% year-on-year [1] - Q2 net profit was 51.94 million yuan, reflecting a decline of 5.07% year-on-year [1] Key Financial Metrics - Gross margin stood at 38.94%, down 3.61% year-on-year [1] - Net margin improved to 13.63%, an increase of 6.84% year-on-year [1] - Total expenses (selling, administrative, and financial) amounted to 236 million yuan, accounting for 22.42% of revenue, a decrease of 2.81% year-on-year [1] - Earnings per share (EPS) decreased to 0.19 yuan, down 20.83% year-on-year [1] - Operating cash flow per share was 0.21 yuan, a decline of 43.05% year-on-year [1] Asset and Liability Management - Accounts receivable increased significantly by 52.83% year-on-year, reaching 617 million yuan [1] - Interest-bearing liabilities rose by 17.06% year-on-year to 3.361 billion yuan [1] - Cash and cash equivalents decreased by 7.29% year-on-year to 964.1 million yuan [1] Business Evaluation - The company's return on invested capital (ROIC) was 5.66%, indicating average capital returns [3] - Historical data shows a median ROIC of 5.92% over the past decade, with the lowest recorded at 2.06% in 2015 [3] - The business model relies heavily on capital expenditure and marketing, necessitating careful evaluation of capital projects [3] Cash Flow and Debt Status - The cash flow situation is concerning, with cash and cash equivalents covering only 41.16% of current liabilities [3] - The interest-bearing debt ratio has reached 33.98%, indicating a significant level of leverage [3] - Accounts receivable represent 286.47% of profit, highlighting potential liquidity issues [3]

Group 1 - The core viewpoint of the article is that Qianjiang Water Conservancy Development Co., Ltd. has completed certain fundraising projects and plans to use the surplus funds for other fundraising projects, which is a prudent decision to enhance the efficiency of fund utilization and support the company's ongoing business development [1][7][8]. Group 2 - The company raised a total of RMB 581,020,898.64 through a targeted issuance of 66,630,837 shares at a price of RMB 8.72 per share, with net funds amounting to RMB 573,177,116.51 after deducting fees [1]. - The fundraising projects included the Fuzhou Jiangyin Port City Economic Zone Sewage Treatment Plant Mid-term Project and the Changshan Overseas Chinese Town Sewage Treatment Plant Expansion and Upgrade Project, with a total investment of RMB 178,849.79 million and an intended fundraising amount of RMB 57,237.06 million [2][6]. - The completed fundraising projects include the "Hucun Water Plant Project (Phase I)", "Lanxi City Dengsheng Water Plant Project", "Fuzhou Jiangyin Port City Economic Zone Sewage Treatment Plant Mid-term Project (Phase I)", and "Changshan Overseas Chinese Town Sewage Treatment Plant Expansion and Upgrade Project", with a total surplus of RMB 10,685.60 million [6][8]. Group 3 - The main reasons for the surplus in fundraising are strict adherence to regulations, effective resource allocation, and cost control during project implementation, which led to savings in construction costs [6][7]. - The company plans to allocate the surplus funds of RMB 10,685.60 million to ongoing projects, specifically the "Yongkang City Urban Sewage Treatment Plant (Phase V)" and "Pinghu City Dushan Port Industrial Water Plant (Phase III)" [6][8]. - The total unpaid amount for the completed projects is RMB 6,592.42 million, which will remain in the fundraising special account for future payments [6][8]. Group 4 - The decision to use surplus funds for other projects is seen as beneficial for meeting funding needs, avoiding idle funds, and enhancing economic efficiency, aligning with the company's operational development and shareholder interests [7][8]. - The proposal for reallocating surplus funds has been approved by the company's board, ensuring compliance with relevant regulations and guidelines [8][9].

Core Points - The company held the 10th meeting of the 8th Supervisory Board on August 27, 2025, with all three supervisors present, complying with relevant laws and regulations [1][2] - The meeting approved the 2025 semi-annual report and annual report summary, confirming that the information accurately reflects the company's operational management and financial status [1][2] - The board also approved a proposal to conclude certain fundraising projects and reallocate surplus funds to other fundraising projects [1] - A special report on the storage and use of raised funds for the first half of 2025 was also approved [2] - The board approved a proposal to cancel certain provisions of the company’s articles of association, which will be submitted for review at the company's second extraordinary general meeting of shareholders in 2025 [2]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on September 16, 2025, at 9:30 AM [1] - The meeting will take place at the company's conference room located at No. 3, Santai Mountain Road, Hangzhou, Zhejiang Province [1] - Voting will be conducted through both on-site and online methods, utilizing the Shanghai Stock Exchange's shareholder meeting online voting system [2] Voting Procedures - Shareholders can vote via the trading system or the internet voting platform, with specific voting times outlined [3][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of shares [3][4] - Duplicate voting through different methods will be counted based on the first voting result [4] Attendance and Registration - Shareholders registered with the China Securities Depository and Clearing Corporation Limited as of the close of trading on September 11, 2025, are eligible to attend the meeting [4] - Attendance can also include company directors, senior management, and appointed lawyers [4] - Registration procedures for attendees are specified, including the need for identification and authorization documents for proxies [6]

Core Viewpoint - Qianjiang Water Development Co., Ltd. plans to purchase the 16th floor of the China Electric Power Construction Group's Greater Bay Area Science and Technology Innovation Center in Guangzhou for a total price of RMB 33,860,000, which is based on a unit price of RMB 15,552 per square meter [1][2][6]. Summary by Sections 1. Overview of Related Transactions - The transaction involves the purchase of 2,177.2357 square meters of office space in the Greater Bay Area Science and Technology Innovation Center, which is part of a strategy to expand business in Guangdong Province [2][6]. - The transaction does not constitute a major asset restructuring as defined by regulations, and the amount is within the board's authority, thus not requiring shareholder approval [1][2]. 2. Transaction Details - The purchase price is set at RMB 33,860,000, including tax, with a VAT rate of 9% [1][2]. - The seller, China Electric Power Construction Group (Guangzhou) Urban Investment Development Co., Ltd., is an affiliate of the company, and there have been no non-routine related transactions in the past 12 months [1][5]. 3. Financial and Operational Impact - The acquisition is expected to meet the company's future office needs in Guangzhou and is aligned with its operational development strategy [6][16]. - The transaction price is based on market evaluations and comparable office building prices, ensuring it does not adversely affect the company's independence or the interests of minority shareholders [6][16]. 4. Approval Process - The independent directors unanimously agreed that the transaction aligns with the company's operational needs and does not harm the interests of shareholders, particularly minority shareholders [5][17]. - The board meeting held on August 27, 2025, approved the transaction with a unanimous vote of 7 in favor and no opposition [5][17].

Summary of Key Points Core Viewpoint - The company, Qianjiang Water Conservancy, has announced a guarantee of 15 million yuan for its wholly-owned subsidiary, Dongyang Qianjiang Water Co., Ltd, to fulfill a contractual obligation related to a PPP project [1][2][3]. Group 1: Guarantee Details - The guarantee amount provided is 15 million yuan, which is within the previously anticipated limit [1]. - The guarantee is backed by a counter-guarantee [1]. - The total external guarantees of the company and its subsidiaries amount to 561.32 million yuan, which represents 14.83% of the company's latest audited net assets [7]. Group 2: Financial Condition of the Subsidiary - Dongyang Qianjiang Water Co., Ltd has been operating at a loss, with a net profit of -4.35 million yuan for the audited year 2024 [5]. - The total assets of Dongyang Qianjiang are approximately 53.08 million yuan, with total liabilities of about 42.84 million yuan [5]. - The company has been unable to secure independent credit from banks due to its financial status, necessitating the parent company's guarantee [3][5]. Group 3: Contractual Obligations - According to the project contract, Dongyang Qianjiang is required to provide a risk guarantee of 15 million yuan to the project owner, which is the Dongyang Water Bureau [2][6]. - The guarantee will be in the form of an irrevocable, on-demand performance bond, valid until November 1, 2027 [6]. - The company is responsible for ensuring the normal operation of the wastewater treatment plant under the PPP project [7].

Core Viewpoint - The company is actively implementing a "Quality Improvement, Efficiency Enhancement, and Return to Shareholders" action plan to enhance operational quality, market competitiveness, and investor returns, in line with national policies and industry standards [1] Group 1: Digital Transformation and Innovation - The company has established a digital center to promote systematic digital transformation, integrating core information infrastructure and business systems to enhance operational efficiency [1][2] - A pilot project at the Zhoushan Dinghai Water Plant has successfully implemented full-process automation, reducing operational staff by one-third and achieving over 95% accuracy in process model predictions [2] - The company is advancing smart wastewater treatment and pipeline network projects, with ongoing research on hydraulic models and intelligent scheduling technologies [2][3] Group 2: Environmental Sustainability - The company is exploring green energy technologies to reduce carbon emissions in water supply and wastewater treatment processes, with plans to establish zero-carbon water plants by 2026 [2] - Five water and wastewater treatment facilities have been identified for upgrades to meet zero-carbon standards, with specific timelines for evaluations and certifications [2] Group 3: Core Business Development - The company is enhancing its investment management system to ensure high-quality project execution and is exploring innovative revenue models [4] - A technology research and development base for agricultural drinking water has been established, focusing on the localization of key components [5] - The company is promoting high-quality drinking water projects, having successfully implemented six projects serving 30,000 people [6] Group 4: Operational Efficiency and Standardization - The company has completed calibration of over 30 water flow meters to improve production data accuracy and is implementing standardization across its operations [7] - A comprehensive business process standardization manual has been developed to streamline operations and enhance management efficiency [7] Group 5: Financial Management and Shareholder Returns - The company has established a special account for managing raised funds, ensuring compliance with regulations and protecting investor interests [9] - A cash dividend distribution plan was approved, with a total cash dividend of 2.5 yuan per 10 shares, representing a 98.59% increase from the previous year [9] Group 6: Governance and Compliance - The company is committed to transparent information disclosure and investor relations management, adhering to legal requirements and enhancing governance practices [10] - A series of internal training sessions have been conducted to improve the skills and compliance knowledge of board members and executives [11]

Core Viewpoint - Qianjiang Water Development Co., Ltd. reported a slight increase in operating income but a significant decrease in net profit for the first half of 2025 compared to the previous year, indicating potential challenges in profitability despite stable revenue growth [1][2]. Financial Summary - Total assets at the end of the reporting period were approximately CNY 10.31 billion, a decrease of 6.44% from the previous year [1]. - Operating income for the reporting period was CNY 1.05 billion, reflecting a year-on-year increase of 3.59% [1]. - Total profit amounted to CNY 176.86 million, showing a slight increase from the previous year's CNY 175.90 million [1]. - Net profit attributable to shareholders was CNY 85.07 million, representing a significant decrease of 24.37% compared to the previous year's CNY 105.80 million [1]. - The net profit after deducting non-recurring gains and losses was not specified, but the cash flow from operating activities was positive [1]. - The weighted average return on equity decreased by 0.13 percentage points to 3.42% [1]. - Basic and diluted earnings per share were both CNY 0.19, down 20.83% from CNY 0.24 in the previous year [1]. Shareholder Information - The total number of shareholders at the end of the reporting period was 28,476 [1]. - Major shareholders included China Water Investment Group Co., Ltd. with a 32.54% stake and Zhejiang New Energy Investment Group Co., Ltd. with a 5.67% stake [2]. - The report indicates that there are no significant relationships or concerted actions among the major shareholders, except for some identified connections [2].

Core Points - The company will hold an online performance briefing for the first half of 2025 on September 10, 2025, from 9:30 to 11:30 AM [1][2] - The briefing aims to provide investors with a comprehensive understanding of the company's operational results and financial status for the first half of 2025 [1] - Investors can submit questions from September 3 to September 9, 2025, and the company will address commonly asked questions during the briefing [1][2] Meeting Details - The meeting will take place at the Shanghai Stock Exchange Roadshow Center, accessible via the website http://roadshow.sseinfo.com/ [2] - Key participants include the company's General Manager, Chief Financial Officer, and Independent Director [2] - Investors can participate online during the scheduled time and will receive timely responses to their inquiries [2] Contact Information - Contact person for inquiries is Zhuang Yuwen, reachable at phone number 0571-87974387 or via email at qjsl@qjwater.com [3] - After the briefing, investors can view the meeting's details and main content on the Shanghai Stock Exchange Roadshow Center website [3]