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。 重要内容提示： 证券代码：603091 证券简称：众鑫股份 公告编号：2025-053 浙江众鑫环保科技集团股份有限公司 关于公司非独立董事辞职的公告 (一) 提前离任的基本情况 姓名 离任 职务 离任时间 原定任期 到期日 离任 原因 是否继续在上 市公司及其控 股子公司任职 具体职务 （如适用） 是否存在未 履行完毕的 公开承诺 宋锐 董事 2025 年 8 月 30 日 2027 年 12 月 1 日 个人 原因 否 不适用 是 浙江众鑫环保科技集团股份有限公司（以下简称公司）董事会于2025年8月30 日收到非独立董事宋锐先生的书面辞职报告，宋锐先生因个人原因向公司董事会 提出辞去公司第二届董事会董事职务。 一、非独立董事离任情况 (二) 离任对公司的影响 宋锐先生的辞职未导致公司董事会成员人数低于法定最低人数，不影响公司 董事会的正常运作。根据《中华人民共和国公司法》以及《浙江众鑫环保科技集 团股份有限公司章程》《浙江众鑫环保科技集团股份有限公司董事、高级管理人 员离职 ...

Group 1 - The core viewpoint of the report is that Zongxin Co., Ltd. (603091.SH) is rated as a "buy" due to its strong performance in Thailand and expected growth acceleration in the second half of the year [1] - The domestic market is experiencing temporary pressure, with anticipation for a turning point to emerge [1] - The company is facing short-term profit pressure, but has demonstrated excellent cost control measures [1] Group 2 - The report highlights potential risks, including the possibility that overseas production capacity may not meet expectations and that overseas demand recovery may be slower than anticipated [1] - Currency fluctuations are also noted as a risk factor that could exceed expectations [1]

Group 1 - The core viewpoint of the report is that despite short-term challenges, the company is expected to see a recovery in profitability, particularly with strong performance from its Thailand operations [2][3][4] - In H1 2025, the company reported revenue of 675 million yuan, a decrease of 4.6% year-on-year, and a net profit of 117 million yuan, down 14.8% year-on-year [2] - The company's Thailand base achieved revenue of 62 million yuan and profit of 14 million yuan in H1 2025, with a net profit margin of 23.2%, indicating superior pricing power compared to domestic operations [2][3] Group 2 - Domestic operations faced significant pressure, contributing 241 million yuan in revenue, a decline of 34.7%, and a profit of 22 million yuan, down 70.7% year-on-year [3] - The company maintained a gross margin of 28.5% and a net margin of 14.6% in Q2 2025, despite external challenges [3] - The company is projected to achieve net profits of 340 million yuan, 610 million yuan, and 780 million yuan for the years 2025, 2026, and 2027, respectively, with corresponding PE ratios of 19.5X, 10.8X, and 8.4X [4]

Investment Rating - The investment rating for the company is "Buy" [1] Core Insights - The company reported a revenue of 675 million yuan for H1 2025, a decrease of 4.6% year-on-year, and a net profit of 117 million yuan, down 14.8% year-on-year [2] - The decline in revenue and profit is attributed to the impact of U.S. tariffs and anti-dumping measures, leading to a gradual shift of orders to Thailand, which is currently facing capacity constraints [2] - The Thai base showed strong performance with H1 revenue of 62 million yuan and a profit of 14 million yuan, reflecting a net profit margin of 23.2% [2] - The domestic base faced challenges with H1 revenue of 241 million yuan, down 34.7% year-on-year, and a profit of 22 million yuan, down 70.7% year-on-year [2] Financial Performance Summary - For Q2 2025, the company achieved a gross margin of 28.5%, a decrease of 7.9 percentage points year-on-year, and a net margin of 14.6%, down 5.3 percentage points year-on-year [3] - The company’s operating cash flow for Q2 2025 was 113 million yuan, an increase of 131 million yuan year-on-year [3] - The projected net profits for 2025-2027 are 336 million yuan, 606 million yuan, and 782 million yuan respectively, with corresponding P/E ratios of 19.5X, 10.8X, and 8.4X [3][5]

Financial Performance - The company reported a total revenue of 675 million yuan for the first half of 2025, a decrease of 4.57% year-on-year [1] - The net profit attributable to shareholders was 116 million yuan, down 14.76% compared to the previous year [1] - The gross margin was 31.62%, reflecting a decline of 8.77% year-on-year, while the net margin decreased by 10.62% to 17.27% [1] - In Q2 2025, total revenue was 303 million yuan, a significant drop of 17.87% year-on-year, with net profit at approximately 44.31 million yuan, down 39.8% [1] Cost and Expenses - Total selling, administrative, and financial expenses amounted to 59.79 million yuan, representing an increase of 54.78% year-on-year, which accounted for 8.86% of total revenue [1] - The company’s interest-bearing debt rose by 22.69% to 426 million yuan [1] Shareholder Metrics - Earnings per share (EPS) decreased by 35.96% to 1.14 yuan, while the net asset value per share increased by 23.56% to 19.86 yuan [1] - Operating cash flow per share saw a significant increase of 197.58%, reaching 2.43 yuan [1] Business Model and Investment Returns - The company's return on invested capital (ROIC) for the previous year was 18.06%, with a historical median ROIC of 22.9% since its listing [3] - The company’s business performance is primarily driven by capital expenditures, necessitating careful evaluation of the profitability of these investments [3] Fund Holdings - Notable funds holding shares in the company include Guangfa Ruiyang and multiple funds from Everbright, indicating a growing interest in the stock [4] - Guangfa Ruiyang holds 450,000 shares, marking a new entry into the top ten holdings [4] Production Capacity - The company’s factory in Thailand has completed its first phase and is currently operating at full capacity, with stable product quality and reasonable cost control [5]

浙江众鑫环保科技集团股份有限公司 累积投票制实施细则 第一章 总则 第一条 为进一步完善浙江众鑫环保科技集团股份有限公司(以下简称"公司") 法人治理结构，规范公司董事的选举，切实保障公司所有股东充分行使权利，根 据《中华人民共和国公司法》等相关法律、行政法规和规范性文件以及《浙江众 鑫环保科技集团股份有限公司章程》(以下简称"《公司章程》")的规定，制定本 细则。 第二条 本细则所称累积投票制，是指股东会选举董事时，每一股份拥有与应 选董事总人数相同的表决权，股东拥有的表决权可以集中使用。 第三条 在股东会上拟选举或变更两名或两名以上的董事的，适用本实施细则。 第四条 在股东会上拟选举两名或两名以上的董事时，董事会在召开股东会通 知中，表明该次董事的选举采用累积投票制。 第五条 本实施细则所称董事特指非由职工代表担任的董事。由职工代表担任 的董事由公司工会或职代会或其他形式民主选举产生或更换，不适用于本实施细 则的相关规定。 第二章 董事的提名 第六条 在章程规定的人数范围内，按照拟选任的人数，由董事会提出董事 候选人名单。经董事会决议通过后，提交股东会选举；由董事会提出拟由股东代 表出任的董事候选人名单， ...

Core Points - The document outlines the information disclosure management system of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of disclosed information to protect investors' rights [1][2][3] Group 1: General Principles - The system defines "information" as any data that could significantly impact the trading prices of the company's securities and related derivatives [1] - "Disclosure" refers to the public announcement of information within specified timeframes and through designated media [1] - The principle of timely disclosure is emphasized, requiring information to be disclosed within two trading days upon triggering disclosure events [1] Group 2: Disclosure Obligations - The document specifies that disclosure obligations fall on the company, its board members, senior management, shareholders, and other relevant parties [2][4] - Information must be disclosed simultaneously to all investors, prohibiting selective disclosure [3][4] - The company must ensure that all shareholders have equal access to disclosed information [5] Group 3: Reporting Procedures - The document outlines the procedures for drafting, reviewing, and disclosing periodic reports, including the roles of various stakeholders such as the board of directors and the audit committee [18][19] - It mandates that the company must report any inability to disclose periodic reports on time, including reasons and proposed solutions [10][11] Group 4: Content of Reports - Required disclosures include annual reports, interim reports, quarterly reports, and any significant events that could impact trading prices [20][21] - The annual report must include financial statements audited by a qualified accounting firm [22][23] Group 5: Confidentiality and Insider Information - The document emphasizes the importance of confidentiality regarding undisclosed significant information, prohibiting insiders from leaking or trading based on such information [34][35] - The company must implement strict measures to protect commercial secrets and ensure that only authorized personnel have access to sensitive information [50][51] Group 6: Responsibilities and Accountability - The board of directors is responsible for ensuring compliance with the disclosure system, with the board secretary coordinating the disclosure activities [25][26] - Violations of the disclosure obligations may result in penalties and legal consequences for responsible individuals [82][83]

Core Points - The article outlines the major operational and investment decision-making management system of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd, aiming to ensure scientific, standardized, and transparent decision-making processes while safeguarding the interests of the company and its shareholders [1][2]. Decision Scope - The decision-making matters include asset purchases or sales, external investments, financial assistance, guarantees, leasing assets, asset management, donations, debt restructuring, licensing agreements, R&D project transfers, rights waivers, financing activities, and other operational and investment matters [2]. Decision Authority and Procedures - Approval for operational investment matters must follow the stipulations of the Company Law and other relevant regulations. Certain thresholds require shareholder or board approval, such as transactions involving assets exceeding 50% of the company's total audited assets or net assets exceeding 50 million yuan [3][4][5]. - The general manager can approve contracts up to 40 million yuan, while contracts exceeding this amount require the chairman's consent [8]. Decision Execution and Supervision - The execution of investment decisions must align with the resolutions made by the shareholders' meeting and the board of directors. The responsible business department must create a feasible implementation plan, and the financial department must ensure proper funding allocation [11][12]. - Internal audits will be conducted to monitor the financial status of investment projects, and a public bidding process is mandated for fixed asset investments [11]. Miscellaneous - The management system will be effective upon approval by the shareholders' meeting, and the board of directors is authorized to interpret the system [13].

Core Viewpoint - The document outlines the fundraising management system of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd, emphasizing the importance of regulating the use and management of raised funds to protect investors' interests [1]. Fundraising Management - The company must establish internal control systems for the storage, use, and management of raised funds, ensuring clear regulations on storage, usage, changes, supervision, and accountability [1][2]. - The board of directors and senior management are responsible for ensuring the proper use of raised funds and must not participate in any unauthorized changes to the fund's purpose [2][3]. Fund Storage - Raised funds must be stored in a special account approved by the board of directors, and this account should not be used for non-fund purposes [7]. - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being received, detailing the management and oversight of the funds [8][9]. Fund Usage - The company must adhere to specific requirements when using raised funds, including clear application procedures, decision-making processes, and risk control measures [9][10]. - Funds should primarily be used for the company's main business, and any financial investments or loans to related parties are prohibited [10][11]. Idle Funds Management - Idle funds can be temporarily used for cash management, provided that the investments are safe and do not affect the normal investment plans [11][12]. - If idle funds are used to supplement working capital, it must be reported and approved by the board, and the funds must be returned to the special account within a specified timeframe [12][13]. Use of Excess Funds - Any excess funds raised beyond the planned amount must be allocated to ongoing or new projects, or for share buybacks, with a clear plan disclosed by the company [13][14]. - The use of excess funds requires board approval and must be disclosed to shareholders, ensuring transparency and accountability [14]. Fund Usage Change - Any changes to the use of raised funds must be approved by the board and the shareholders, with a clear explanation provided for the changes [18][19]. - The company must conduct feasibility analyses for new projects and ensure that they align with the main business objectives [19][20]. Fund Management and Supervision - The company is required to disclose the actual use of raised funds accurately and completely [23]. - The board must conduct semi-annual reviews of the fundraising projects and report on the status of fund usage [24][25]. Compliance and Reporting - Independent directors and the audit committee must monitor the management and usage of raised funds, and can engage external auditors for verification [25][26]. - The sponsor must conduct regular investigations into the management of raised funds and provide reports to the company and the stock exchange [26][27].

Meeting Overview - The second meeting of the Supervisory Board of Zhejiang Zhongxin Environmental Protection Technology Group Co., Ltd. was held on August 21, 2025, with all three supervisors present, complying with legal and regulatory requirements [1]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report and Summary," confirming that the report's preparation and review processes adhered to relevant laws and internal management systems, and the information accurately reflects the company's operational and financial status for the first half of 2025 [1][2]. - The Supervisory Board approved the revision of the "Articles of Association," which will eliminate the Supervisory Board and transfer its powers to the Audit Committee, with the corresponding rules for Supervisory Board meetings being abolished [2]. - The Supervisory Board approved the revision of the "External Guarantee Management System," with details available in the company's disclosures [3]. - The Supervisory Board approved the revision of the "Management System for Preventing Major Shareholders and Related Parties from Occupying Company Funds," with details available in the company's disclosures [4]. - The Supervisory Board approved the revision of the "Related Party Transaction Decision-Making System," with details available in the company's disclosures [4]. - The Supervisory Board approved the "Special Report on the Management and Actual Use of Raised Funds for the First Half of 2025," confirming compliance with relevant regulations [4]. - The Supervisory Board approved the proposal to postpone the implementation of certain fundraising projects, emphasizing the necessity and feasibility of the projects despite external uncertainties, and ensuring that the adjustments do not affect the investment direction or total amount of the projects [5]. Voting Results - All resolutions received unanimous approval with 3 votes in favor, 0 against, and 0 abstentions [2][3][4][5].