浙江荣晟环保纸业股份有限公司 2025 年第四次临时股东会 会议资料 （证券代码：603165） 二〇二五年九月十六日 浙江荣晟环保纸业股份有限公司 2025 年第四次临时股东会会议资料 目 录 | 2025 年第四次临时股东会会议须知 1 | | | --- | --- | | 2025 | 年第四次临时股东会会议议程 3 | | 议案一：关于 2025 | 年半年度利润分配方案的议案 4 | | 议案二：关于修订《公司章程》的议案 5 | | | 议案三：关于修订公司《累积投票制实施细则》的议案 7 | | | 议案四：关于修订公司《董事、高级管理人员薪酬管理制度》的议案 8 | | 浙江荣晟环保纸业股份有限公司 2025 年第四次临时股东会会议资料 2025 年第四次临时股东会会议须知 为维护投资者的合法权益，保障股东或股东代理人（以下统称"股东"）在 公司 2025 年第四次临时股东会期间依法行使权利，确保股东会的正常秩序和议 事效率，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 股东会规则》以及《浙江荣晟环保纸业股份有限公司章程》（以下简称"《公司 章程》"）《浙江荣晟环保纸业股份 ...

Core Viewpoint - The packaging paper industry, represented by companies like Rongsheng Environmental Protection, is facing significant profit declines due to falling sales prices that outpace the reduction in raw material costs, a trend observed across the industry [1][3]. Company Performance - Rongsheng Environmental Protection reported a revenue of 1.061 billion yuan in the first half of 2025, a year-on-year decrease of 5.53%, with a net profit of 115 million yuan, down 34.57% [1][2]. - The company's second-quarter performance showed a revenue of 528 million yuan, a decline of 8.39%, and a net profit of 44.43 million yuan, down 47.47% [2]. - Other companies in the industry also reported profit declines, with Shanying International's net profit down 63.17% to 41.82 million yuan and Xianhe Co.'s net profit down 13.8% to 474 million yuan despite a revenue increase of 30.14% [1][2]. Industry Overview - The domestic paper industry is experiencing a demand contraction, particularly in packaging paper and cultural paper, attributed to a slowdown in e-commerce growth leading to reduced orders [2][3]. - National statistics indicate that the total profit of the paper and paper products industry fell by 21.4% year-on-year, while revenue decreased by 2.3% [3]. - The average price of corrugated paper in the first half of 2025 was 3,616 yuan per ton, a decrease of 3.42% year-on-year, with prices fluctuating between 3,787 yuan and 3,464 yuan [3][4]. Market Dynamics - The industry is facing a supply-demand imbalance, with excess supply leading to price declines, and companies are attempting to raise prices to counteract this trend [5][6]. - The Guangdong Paper Industry Association has initiated a campaign to promote fair pricing and discourage below-cost selling practices [5][6]. - Analysts predict that the price of corrugated paper will experience a trend of rising and then falling, with an expected price range of 3,455 to 3,525 yuan per ton in the second half of the year [6][7]. Future Outlook - Demand is anticipated to recover slightly in the second half of the year due to traditional peak seasons and e-commerce promotions, with total demand expected to increase by 5.11% to 1.843 million tons [7]. - However, the overall supply-demand pressure is expected to persist, with an additional 2.68 million tons of new capacity set to be released, leading to a projected total supply of 21.59 million tons, a 4.34% increase from the first half [6][7].

Group 1 - The core viewpoint of the article highlights the growth in the number of enterprises in the paper and paper products industry in China, with a total of 8,107 enterprises reported from January to July 2025, marking an increase of 190 enterprises or 2.4% year-on-year [1] - The proportion of the paper and paper products industry enterprises in relation to the total number of industrial enterprises stands at 1.56% [1] - The data indicates a shift in the criteria for scale enterprises, with the threshold for annual main business income raised from 5 million yuan to 20 million yuan since 2011 [1] Group 2 - The report referenced is the "2025-2031 China Paper Industry Market Survey Research and Development Prospects Report" published by Zhiyan Consulting [1] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, specializing in in-depth industry research reports, business plans, feasibility studies, and customized services [2] - The firm emphasizes its commitment to providing comprehensive industry solutions to empower investment decisions through professional insights and market acumen [2]

Market Overview - The paper sector rose by 0.86% on September 4, with Songyang Resources leading the gains [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Individual Stock Performance - Songyang Resources (603863) closed at 19.51, up 9.98% with a trading volume of 222,200 shares and a turnover of 416 million yuan [1] - Zhi Shi Neng Bu (002067) closed at 5.08, up 9.96% with a trading volume of 4,698,500 shares and a turnover of 2.347 billion yuan [1] - Rong Sheng Environmental (603165) closed at 13.10, up 4.72% with a trading volume of 200,200 shares and a turnover of 263 million yuan [1] - Other notable performers include Hengfeng Paper (600356) up 2.85% and Yibin Paper (600793) up 2.53% [1] Capital Flow Analysis - The paper sector experienced a net outflow of 191 million yuan from institutional investors, while retail investors saw a net inflow of 202 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors increased their positions [2] Detailed Capital Flow for Selected Stocks - Songyang Resources had a net inflow of 44.21 million yuan from institutional investors, but a net outflow of 25.44 million yuan from retail investors [3] - Rong Sheng Environmental saw a net inflow of 11.58 million yuan from institutional investors, while retail investors had a net outflow of 14.10 million yuan [3] - Other stocks like Xianhe Co. (603733) and Huawang Technology (605377) also showed varied capital flows, indicating differing investor sentiments across the sector [3]

Group 1 - The company Rongsheng Environmental Protection (SH 603165) announced that as of August 31, 2025, it has repurchased approximately 7.2 million shares, accounting for 2.64% of its total share capital of about 273 million shares, with a total expenditure of approximately RMB 80.69 million [1][1][1] - The highest repurchase price was RMB 11.59 per share, while the lowest was RMB 10.77 per share [1][1][1] - As of the report date, the company's market capitalization is RMB 3.3 billion [1][1][1] Group 2 - For the fiscal year 2024, the company's revenue composition is as follows: paper products account for 95.52%, steam accounts for 3.77%, and other businesses account for 0.71% [1][1][1]

重要内容提示： | 回购方案首次披露日 | 2024/10/25 | | --- | --- | | 回购方案实施期限 | 待股东大会审议通过后 12 个月 | | 预计回购金额 | 10,000万元~20,000万元 | | 回购用途 | √减少注册资本 □用于员工持股计划或股权激励 | | | □用于转换公司可转债 | | | □为维护公司价值及股东权益 | | 累计已回购股数 | 7,201,232股 | | 累计已回购股数占总股本比例 | 2.64% | | 累计已回购金额 | 80,693,176.72元 | | 实际回购价格区间 | 10.77元/股~11.59元/股 | 一、 回购股份的基本情况 浙江荣晟环保纸业股份有限公司（以下简称"公司"）分别于 2024 年 10 月 23 日、2024 年 11 月 11 日召开第八届董事会第九次会议和 2024 年第三次临时股东大 会，逐项审议并通过了《关于 2024 年第二期以集中竞价交易方式回购公司股份的 议案》，同意公司使用自有资金或自筹资金（含银行回购专项贷款等）以集中竞价 交易方式回购公司股份，用于减少公司注册资本。本次回购价格不超过人民币 ...

Summary of Key Points Core Viewpoint - Rongsheng Environmental Protection (603165.SH) has repurchased a total of 7,201,232 shares, representing 2.64% of the company's total share capital as of August 31, 2025, through centralized bidding on the Shanghai Stock Exchange [1] Group 1: Share Repurchase Details - The highest price for the repurchased shares was 11.59 CNY per share, while the lowest price was 10.77 CNY per share [1] - The total amount spent on the share repurchase was 80,693,176.72 CNY, excluding transaction commissions and other fees [1] Group 2: Company Capital Structure - As of August 31, 2025, the total share capital of the company is 272,623,818 shares [1]

Investment Rating - The report maintains a strong rating for the power sector and recommends specific companies within the sector [4][7][11]. Core Insights - The first central document in the carbon market sector has been issued, marking a new journey in carbon market construction, with significant implications for green investment and industry growth [3][17][18]. - The report emphasizes the importance of promoting high-quality urban development, particularly in the water and solid waste management sectors, which are expected to benefit from new policies [4][21]. Summary by Sections Market Review - From August 25 to August 29, the electricity sector fell by 0.40%, the environmental sector by 1.47%, the gas sector by 1.65%, and the water sector by 2.15%, while the CSI 300 index rose by 2.71% [11][12]. Carbon Market Development - The central government's recent document outlines plans to accelerate the construction of a national carbon market, aiming for comprehensive coverage of major industrial sectors by 2027 and a robust voluntary reduction market [3][17][18]. - As of July 2025, the national carbon emissions trading market has seen a cumulative transaction volume of 681 million tons and a transaction value of 46.784 billion yuan, indicating a growing influence of carbon pricing [3][18]. Urban Development Initiatives - The recent policy encourages green low-carbon transformation in urban development, promoting energy efficiency and waste management [4][21]. - The report identifies opportunities in waste-to-energy applications, industrial wastewater treatment, and the recycling of construction waste, which are expected to enhance profitability for related companies [4][21]. Investment Recommendations - The report recommends specific companies within various sectors: - For the power sector, it suggests Jiangsu Guoxin and cautiously recommends Sheneng Co. and Zhejiang Energy [4]. - In the nuclear power sector, it cautiously recommends China National Nuclear Power and China General Nuclear Power [4]. - For green energy, it suggests focusing on Three Gorges Energy and Jiangsu New Energy [4]. - In the water sector, it recommends Changjiang Electric Power and cautiously suggests Huaneng Hydropower [4]. - In the environmental sector, it recommends Yongxing Co. and Xuedilong, while suggesting attention to Huaguang Huaneng and China Tianying [4].

Financial Performance - The company reported total revenue of 1.061 billion yuan for the first half of 2025, a decrease of 5.53% year-on-year [1] - The net profit attributable to shareholders was 115 million yuan, down 34.57% compared to the previous year [1] - In Q2 2025, total revenue was 528 million yuan, reflecting an 8.39% decline year-on-year, while net profit for the quarter was 44.43 million yuan, a decrease of 47.47% [1] - The gross margin was 13.05%, down 22.84% year-on-year, and the net margin was 10.84%, a decline of 30.74% [1] - Total operating expenses (selling, administrative, and financial) amounted to 57.91 million yuan, representing 5.46% of revenue, an increase of 128.95% year-on-year [1] Cash Flow and Debt - The company reported a significant decrease in cash and cash equivalents, with 126 million yuan, down 91.71% year-on-year [1] - The company's interest-bearing debt increased to 2.209 billion yuan, up 11.08% from the previous year [1] - The operating cash flow per share was -0.96 yuan, a decline of 485.21% year-on-year [1] Shareholder Returns - The company has consistently implemented cash dividends since its listing, distributing 5.00 yuan per 10 shares in May 2025, totaling approximately 131 million yuan [4] - The company emphasizes a long-term, stable, and sustainable profit distribution policy, with undistributed profits amounting to 1.478 billion yuan as of Q1 2025 [4] Operational Metrics - The company's return on invested capital (ROIC) was 8.09% last year, indicating average capital returns [3] - The average cash flow from operations over the past three years is only 11.13% of current liabilities, suggesting potential liquidity concerns [3] - The ratio of accounts receivable to profit reached 82.49%, indicating a high level of receivables relative to net profit [3]

Core Viewpoint - The company plans to distribute a cash dividend of 0.60 yuan per share (including tax) for the first half of 2025, amounting to a total of 154,727,337.60 yuan, which represents 134.52% of the net profit attributable to shareholders for the period [1][2][4]. Profit Distribution Plan - As of June 30, 2025, the company's distributable profit is 1,246,946,851.44 yuan, with a total share capital of 272,622,828 shares, minus 14,743,932 shares held in the repurchase account, resulting in 257,878,896 shares eligible for dividend distribution [1][2]. - The company will not issue bonus shares or convert capital reserves into share capital during this distribution [1][2]. Reasonableness of Cash Dividend Plan - The proposed cash dividend of 154,727,337.60 yuan accounts for 134.52% of the net profit attributable to shareholders and 12.41% of the company's undistributed profits at the end of the period [2][4]. - The plan considers the company's profitability, cash flow, debt repayment capacity, and future funding needs, ensuring it does not affect normal operations or future development [2][4]. Decision-Making Process - The board of directors approved the profit distribution plan during the 19th meeting on August 29, 2025, and it will be submitted for approval at the fourth extraordinary general meeting of shareholders in 2025 [5][6]. - The audit committee reviewed and approved the plan, confirming its compliance with relevant regulations and its alignment with the company's cash dividend policy [5].