一、 本次交易概述 股票简称：瀚蓝环境 股票代码：600323 编号：临 2025-012 瀚蓝环境股份有限公司 关于重大资产重组进展的公告 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法律责任。 瀚蓝环境股份有限公司（以下简称"公司"或"瀚蓝环境"）拟通过控股子公 司瀚蓝（香港）环境投资有限公司（以下简称"瀚蓝香港"），以协议安排方式私 有化香港联合交易所有限公司（以下简称"香港联交所"）上市公司粤丰环保电力 有限公司（以下简称"粤丰环保"），从而使粤丰环保成为瀚蓝香港控股子公司并 从香港联交所退市（以下简称"本次交易"）。本次交易将达到《上市公司重大资 产重组管理办法》规定的重大资产重组标准，构成重大资产重组。具体内容详见公 司于2024年11月20日和2024年12月10日于上海证券交易所网站www.sse.com.cn 披露的《重大资产购买报告书（草案）》及《重大资产购买报告书（草案）》（修 订稿）。 二、 本次交易先决条件的进展情况 （一）本次交易的先决条件 本次交易须达成的先决条件的具体内容如下： (i)粤展环境出售事项包 ...

Investment Rating - The report maintains a "Buy" rating for the company [10]. Core Views - The company is a leading national waste incineration enterprise with a current operational capacity of 30,600 tons/day and an additional 5,150 tons/day under construction or planned. The operational efficiency is among the best in the industry. The proposed privatization of Guangdong Feng Environmental Protection will increase the company's stake to 52.4%, potentially adding 350 million yuan to profits, which represents 24.5% of the 2023 net profit attributable to shareholders. The company has announced multiple dividend increases, with the dividend payout ratio expected to rise to 39.6% in 2024, leading to a projected dividend yield of 3.76% [2][8]. Summary by Sections Company Overview - The company is based in Nanhai District, Foshan, and is a state-owned environmental platform enterprise. Its main business includes solid waste treatment, gas supply, sewage treatment, and water supply, with a focus on waste incineration power generation [5][20]. Waste Incineration - The company has incinerated 12.56 million tons of waste in 2023, with a capacity utilization rate of 115.5%. The revenue per ton of waste is 260 yuan, placing it in the top tier of the industry. The company has a strategic focus on "big solid waste" and expects new projects to contribute to growth over the next three years [5][40][45]. Financial Analysis and Profit Forecast - The company is expected to achieve net profits of 1.645 billion yuan, 1.843 billion yuan, and 2.302 billion yuan for 2024-2026, with year-on-year growth rates of 15.1%, 12.0%, and 24.9%, respectively. The three-year compound growth rate is projected at 17.2%, with corresponding PE ratios of 10.5x, 9.4x, and 7.5x [8][25]. Acquisition of Guangdong Feng Environmental Protection - The acquisition is expected to enhance the company's earnings per share (EPS) significantly. The operational capacity of Guangdong Feng is 43,700 tons/day, with a projected profit increase of 350 million yuan for the company [7][36]. Dividend Policy - The company has announced several dividend increases, with the payout ratio expected to reach 39.6% in 2024, resulting in a dividend yield of 3.76% based on the closing price on March 13, 2025 [8][11].

Investment Rating - The report assigns a "Buy" rating to the company [2][6]. Core Views - The company is a leading player in the waste incineration industry, backed by the Nanhai District State-owned Assets Supervision and Administration Commission, with a stable profit model and a complete industrial chain [5]. - The company has shown a significant increase in free cash flow and plans to increase dividends by 66.7% in 2024, reflecting confidence in shareholder returns [5]. - The acquisition of Yuefeng Environmental is expected to enhance both the quantity and quality of operations, positioning the company as the largest waste treatment operator among A-share listed companies [5]. - The company's valuation has decreased despite profit growth, indicating potential for valuation recovery [5]. Summary by Sections 1. Company Overview - The company has expanded through acquisitions over 20 years, evolving from a water supply business to a comprehensive environmental service provider, focusing on waste incineration, energy, and water services [13][15]. - The company is strategically positioned for national expansion, with a strong backing from state-owned entities [13][15]. 2. Financial Performance - The company reported a net profit of 1.385 billion yuan in Q3 2024, a year-on-year increase of 18.82% [5]. - Revenue for 2024-2026 is projected to be 132.77 billion, 134.19 billion, and 139.71 billion yuan respectively, with net profits of 1.708 billion, 1.724 billion, and 1.813 billion yuan [5][7]. 3. Business Segments - The waste incineration business is the core, with operational capacity of approximately 31,000 tons/day and a project pipeline that will increase capacity significantly [5][39]. - The water and energy segments provide stable cash flow, with potential for price adjustments benefiting profitability [5][24]. 4. Acquisition of Yuefeng Environmental - The planned acquisition of Yuefeng Environmental for up to 11.3 billion HKD will increase operational capacity to 74,300 tons/day and enhance profitability by an estimated 418 million yuan in 2025 and 433 million yuan in 2026 [5][6]. - The acquisition is expected to create synergies that will reduce financial costs and improve operational efficiency [5][6]. 5. Valuation and Market Potential - The company's current PE ratio is 10.49x, below the industry average of approximately 12x, indicating room for valuation recovery [5][6]. - If the acquisition is successful, the target market capitalization could reach 26.7 billion yuan, representing a 54.3% upside potential [5][6].

Investment Rating - The report assigns a "Buy" rating to the company [2][6]. Core Insights - The company, Hanlan Environment (600323.SH), is a leading player in the waste incineration industry, backed by the Nanhai District State-owned Assets Supervision and Administration Commission. It has a stable profit model and a complete industrial chain [5]. - The company has shown a significant increase in net profit, with a 18.82% year-on-year growth in Q3 2024, reaching 1.385 billion yuan [5]. - The company has turned positive in free cash flow in 2023, with a 66.7% increase in dividends per share for 2024, reflecting confidence in shareholder returns [5]. - The acquisition of Yuefeng Environmental is expected to enhance both the quantity and quality of operations, positioning Hanlan Environment as the largest waste treatment company in the A-share market [5]. - The company's valuation has decreased from around 15x to about 10x, despite a 43.7% increase in net profit from 2021 to 2024, indicating potential for valuation recovery [5]. Summary by Sections 1. Company Overview - Hanlan Environment has expanded its business through acquisitions since its establishment, evolving from a water supply company to a comprehensive environmental service provider [13]. - The company has a strong shareholder background, with significant support from the Nanhai State-owned Assets Supervision and Administration Commission [15]. 2. Financial Performance - The company reported total revenue of 12.875 billion yuan in 2022, with a projected revenue of 13.277 billion yuan in 2024, reflecting a compound annual growth rate of 19.5% from 2019 to 2023 [7]. - The net profit attributable to the parent company is expected to grow from 1.142 billion yuan in 2022 to 1.708 billion yuan in 2024, with a compound annual growth rate of 11.9% [7]. 3. Business Segments - The waste incineration business is the core of the company's operations, with a current operational capacity of approximately 31,000 tons per day, expected to increase significantly post-acquisition of Yuefeng Environmental [39]. - The water and energy segments are also contributing stable cash flows, with the water supply prices in Foshan having not been adjusted for nine years, indicating potential for future increases [5]. 4. Acquisition of Yuefeng Environmental - The planned acquisition of Yuefeng Environmental for up to 11.3 billion HKD will increase Hanlan's operational capacity to 74,300 tons per day, making it the largest in the A-share market [5]. - The acquisition is expected to enhance profits by approximately 418 million yuan in 2025 and 433 million yuan in 2026 [5]. 5. Dividend Policy - The company has committed to a minimum annual dividend growth of 10% from 2024 to 2026, with a proposed cash dividend of 0.8 yuan per share for 2024, reflecting a 66.7% increase [5][34].

股票简称：瀚蓝环境 股票代码：600323 编号：临 2025-011 瀚蓝环境股份有限公司 关于重大资产重组进展的公告 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法律责任。 一、 本次交易概述 瀚蓝环境股份有限公司（以下简称"公司"或"瀚蓝环境"）拟通过控股子公 司瀚蓝（香港）环境投资有限公司（以下简称"瀚蓝香港"），以协议安排方式私 有化香港联合交易所有限公司（以下简称"香港联交所"）上市公司粤丰环保电力 有限公司（以下简称"粤丰环保"），从而使粤丰环保成为瀚蓝香港控股子公司并 从香港联交所退市（以下简称"本次交易"）。本次交易将达到《上市公司重大资 产重组管理办法》规定的重大资产重组标准，构成重大资产重组。具体内容详见公 司于2024年11月20日和2024年12月10日于上海证券交易所网站www.sse.com.cn 披露的《重大资产购买报告书（草案）》及《重大资产购买报告书（草案）》（修 订稿）。 二、 本次交易先决条件的进展情况 （一）本次交易的先决条件 本次交易须达成的先决条件的具体内容如下： (i)粤展环境出售事项包 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [8]. Core Views - The company is expected to significantly increase its dividend payout ratio for 2024, with a proposed cash dividend of 0.80 yuan per share, resulting in a dividend yield of approximately 3.94% based on the current stock price [2][6]. - The dividend payout ratio is projected to rise from 27.4% in 2023 to 39.6% in 2024, based on an estimated net profit of 1.65 billion yuan attributable to the parent company [2][11]. - The company is anticipated to enhance its earnings per share (EPS) through the acquisition of Yuefeng Environmental, which is expected to be completed soon, potentially increasing the net profit attributable to the parent company by 389 million yuan [11]. - The company has a robust pipeline of waste incineration projects, with a total order size of 35,750 tons per day, contributing to stable revenue growth [11]. - The company is also expanding into overseas markets, with projects in Thailand expected to further boost investment returns [11]. Summary by Sections Dividend Proposal - The controlling shareholder, Nankong Group, has proposed a cash dividend of 0.80 yuan per share for 2024, which translates to a total dividend payout of approximately 652 million yuan [2][6]. Financial Performance - The estimated net profits for 2024, 2025, and 2026 are projected to be 1.65 billion yuan, 1.99 billion yuan, and 2.32 billion yuan, respectively, with corresponding price-to-earnings (PE) ratios of 10.6x, 8.8x, and 7.5x [11]. Project Development - The company has successfully launched several waste incineration projects, with ongoing projects expected to commence operations in the near future, contributing to operational profit [11]. - The acquisition of Yuefeng Environmental is progressing well, with several preconditions already met, indicating a smooth transaction process [11].

瀚蓝环境股份有限公司 关于重大资产重组进展的公告 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法律责任。 股票简称：瀚蓝环境 股票代码：600323 编号：临 2025-010 (v)就适用境外直接投资法律法规而言，已经从或向(a)中国商务部；(b)中国国 家发展和改革委员会；及(c)中国国家外汇管理局或(a)至(c)分别授权的地方当局或 代表或机构获得、办理及/或提交（视情况而定）的所有相关批准、登记或备案或 报告（视情况而定）；及 一、 本次交易概述 瀚蓝环境股份有限公司（以下简称"公司"或"瀚蓝环境"）拟通过控股子公 司瀚蓝（香港）环境投资有限公司（以下简称"瀚蓝香港"），以协议安排方式私 有化香港联合交易所有限公司（以下简称"香港联交所"）上市公司粤丰环保电力 有限公司（以下简称"粤丰环保"），从而使粤丰环保成为瀚蓝香港控股子公司并 从香港联交所退市（以下简称"本次交易"）。本次交易将达到《上市公司重大资 产重组管理办法》规定的重大资产重组标准，构成重大资产重组。具体内容详见公 司于2024年11月20日和2024年12月10 ...

Investment Rating - The investment rating for the company is maintained as "Buy" with a target price of 31.10 RMB [7]. Core Views - The company is expected to distribute a cash dividend of 0.80 RMB per share for the fiscal year 2024, which corresponds to a dividend payout ratio of approximately 39% based on an estimated EPS of 2.03 RMB for 2024 [2]. - The company aims for a continuous increase in cash dividends, with a projected growth rate of no less than 10% for DPS from 2024 to 2026, leading to an expected dividend yield of 3.9% in 2024 and 4.3% and 4.8% in 2025 and 2026 respectively [2]. - The company has turned positive in free cash flow in 2023, reaching 4.34 billion RMB, with expectations for continued growth as capital expenditures decrease and operational cash flow increases [3]. - The company is accelerating the collection of accounts receivable, with an estimated 2.4 billion RMB expected to be collected in 2024 from previous years [4]. - The target PE for 2025 is set at 14.4 times, reflecting an increase in expected EPS for 2024-2026, with the target price adjusted to 31.10 RMB [5]. Summary by Sections Financial Performance - The company reported a revenue of 12,875 million RMB in 2022, with a slight decline to 12,541 million RMB in 2023, and is projected to grow to 13,023 million RMB in 2024 [6]. - The net profit attributable to the parent company increased from 1,146 million RMB in 2022 to 1,430 million RMB in 2023, with further growth expected to 1,651 million RMB in 2024 [6]. - The EPS is projected to rise from 1.41 RMB in 2022 to 2.03 RMB in 2024, indicating a positive growth trajectory [6]. Valuation Metrics - The company’s PE ratio is projected to decrease from 14.45 in 2022 to 10.03 in 2024, suggesting an attractive valuation relative to earnings growth [6]. - The PB ratio is expected to decline from 1.52 in 2022 to 1.24 in 2024, indicating a potential undervaluation [6]. - The EV/EBITDA ratio is forecasted to decrease from 10.96 in 2022 to 8.64 in 2024, further supporting the investment case [6].

Investment Rating - The report maintains a "Buy" rating for the company [2] Core Insights - The company plans to significantly increase its dividend, with a proposed cash dividend of 0.8 yuan per share for 2024, resulting in a dividend payout ratio of 38% and a dividend yield of 4% [8] - The company commits to a 10% annual growth in dividends per share (DPS) from 2024 to 2026, ensuring continuous returns to shareholders [8] - Improved cash flow is anticipated due to a decrease in accounts receivable and capital expenditures (Capex), with a net operating cash flow of 2.738 billion yuan in 2023 and 961 million yuan in the first half of 2024, representing a 138% year-on-year increase [8] - The acquisition of high-quality assets from Yuefeng is progressing well, expected to enhance profits and cash flow, with a projected profit increase of 305 million yuan post-acquisition [8] - The company forecasts net profits of 1.721 billion yuan, 1.759 billion yuan, and 1.902 billion yuan for 2024, 2025, and 2026 respectively, with corresponding price-to-earnings (PE) ratios of 10, 9, and 9 [8] Financial Data and Profit Forecast - Total revenue for 2023 is projected at 12.541 billion yuan, with a slight decline expected in 2024 to 12.287 billion yuan, followed by a further decrease to 12.155 billion yuan in 2025 [6] - The net profit attributable to the parent company is expected to grow from 1.430 billion yuan in 2023 to 1.721 billion yuan in 2024, and reach 1.902 billion yuan by 2026 [6] - The company's gross margin is forecasted to be 28.0% in 2024, slightly decreasing to 27.9% in 2025, and then increasing to 28.7% in 2026 [6]

Summary of Conference Call Company and Industry - The conference call primarily discusses **Hanyang Environment**, a company in the **waste management and environmental services industry**. Core Points and Arguments 1. **Dividend Increase**: Hanyang Environment has significantly increased its dividend payout, with a historical increase of 67% prior to the announcement of the dividend plan, indicating a strong commitment to returning value to shareholders [5][23]. 2. **Cash Flow Improvement**: The company reported a substantial improvement in cash flow, with receivables from debt collection reaching **24 billion RMB**, which has enhanced the company's operational cash flow [6]. 3. **Market Position**: Hanyang Environment is positioned in a mature phase of the waste incineration industry, with capital expenditures declining, which supports its ability to increase dividends [6][10]. 4. **Valuation Metrics**: The current valuation is considered low, with estimates suggesting a potential increase in valuation from **9 times earnings** to **12 times**, indicating a potential upside of over 30% [13][34]. 5. **Industry Comparisons**: The company’s dividend yield is competitive, with expectations that it could rise to **4.8%** by 2026, making it attractive to long-term investors [23][39]. 6. **Regulatory Changes**: The industry is undergoing significant regulatory changes, including the marketization of waste treatment fees, which is expected to enhance revenue streams [9][18]. 7. **Acquisition Strategy**: Hanyang Environment's acquisition of **Yuefeng Environmental** is expected to enhance operational efficiency and revenue growth, with anticipated synergies from the integration [12][30]. 8. **Operational Efficiency**: The company has achieved a high capacity utilization rate of over **120%**, indicating strong operational performance [31]. 9. **Revenue Composition**: The revenue structure is diversifying, with waste management operations contributing **48%** of total revenue, while engineering and gas segments also play significant roles [19][20]. 10. **Future Growth Projections**: The company anticipates continued growth, with revenue projections of **16.8 billion RMB** for 2024 and **17.4 billion RMB** for 2025, reflecting a steady growth trajectory [29]. Other Important but Possibly Overlooked Content 1. **Debt Management**: The company is actively managing its debt levels, with a focus on reducing financial costs through strategic acquisitions and operational efficiencies [34][35]. 2. **Market Trends**: The overall waste management industry is experiencing a contraction in new project bids, with a **77% decline** in new tendering activity, indicating a shift towards consolidation and efficiency [15]. 3. **Long-term Outlook**: The long-term outlook for Hanyang Environment is positive, with expectations of improved cash flows and profitability driven by regulatory reforms and operational enhancements [38][39]. 4. **Investor Appeal**: The company is becoming increasingly attractive to institutional investors due to its improved dividend yield and stable cash flow, which aligns with the investment criteria of long-term funds [7][11]. This summary encapsulates the key insights from the conference call regarding Hanyang Environment and the broader waste management industry, highlighting the company's strategic initiatives, financial performance, and market positioning.