证券代码：600283 证券简称：钱江水利 公告编号：临 2025-040 钱江水利开发股份有限公司 2025年第二次临时股东大会决议公告 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 16 日 (二)股东大会召开的地点：浙江省杭州市三台山路 3 号公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 253 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 347,712,400 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 62.0001 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长王东全先生主持，会议采用现场投票和 网络投票相结合的表决方式，符合《公司法》及《公司章程》的规定。 (五)公司董事、监事和董事会秘书的出席情况 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法律责任。 重 ...

第八届董事会第十六次临时会议决议公告 证券代码：600283 证券简称：钱江水利 公告编号：临 2025-041 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。 钱江水利开发股份有限公司 三、审议通过《关于公司组织架构调整及部门职能优化方案的议案》。 表决结果：同意：11 人；反对：0 人；弃权：0 人。 钱江水利开发股份有限公司（以下简称"公司"）董事会于 2025 年 9 月 16 日以现场方式召开。本次会议的召开符合《公司法》和《公司章程》的有关规定。 经董事认真审议通过如下议案： 一、审议通过《关于参股公司发行基础设施公募 REITs 暨关联交易的议案》。 （详见公告临 2025-042） 该议案已经公司第八届董事会独立董事专门会议第八次会议审议通过并同 意提交董事会审议。 关联董事陆林海先生、杨立平女士、王珂先生回避表决。 表决结果：同意：8 人；反对：0 人；弃权：0 人。 二、审议通过《关于公司设立西部分公司的议案》。 表决结果：同意：11 人；反对：0 人；弃权：0 人。 四、审计通过《关于公司召开 20 ...

Group 1 - The company Qianjiang Water Conservancy (600283.SH) plans to issue public infrastructure REITs backed by operational assets such as the Shanxi Reservoir and power station to enhance asset utilization and improve capital structure [1] - The estimated valuation of the underlying assets for the REITs is approximately 3.004 billion yuan, with a proposed issuance scale of 2.474 billion yuan [1] - Four shareholders, including Wenzhou Public Utilities as the initiator, will participate in the subscription, with 80% of the total scale allocated to them and 20% available for public investors [1]

Group 1 - The core viewpoint of the article highlights the growth in the number of enterprises in the water production and supply industry in China, with a total of 4,146 companies reported as of January to July 2025, marking an increase of 241 companies compared to the same period last year, representing a year-on-year growth of 6.17% [1] - The report indicates that the water production and supply industry accounts for 0.8% of the total industrial enterprises in China [1] - The data referenced in the article is sourced from the National Bureau of Statistics and compiled by Zhiyan Consulting, a leading industry consulting firm in China [2] Group 2 - The article mentions several listed companies in the water production and supply sector, including Ba'an Water (300262), Energy Conservation Guozhen (300388), Boschke (300422), and others [1] - The report titled "2025-2031 China Water Production and Supply Industry Market Development Scale and Investment Opportunity Analysis Report" was published by Zhiyan Consulting [1] - The threshold for scale industrial enterprises has been raised from an annual main business income of 5 million to 20 million yuan since 2011 [1]

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].