上海市锦天城律师事务所 关于浙江荣晟环保纸业股份有限公司 2025 年第四次临时股东会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 关于浙江荣晟环保纸业股份有限公司 2025 年第四次临时股东会的 法律意见书 致：浙江荣晟环保纸业股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受浙江荣晟环保纸业股份 有限公司（以下简称"公司"）委托，就公司召开 2025 年第四次临时股东会（以 下简称"本次股东会"）的有关事宜，根据《中华人民共和国公司法》（以下简 称"《公司法》"）、《上市公司股东会规则》等法律、法规、规章和其他规范 性文件以及《浙江荣晟环保纸业股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查 ...

| 证券代码：603165 | 证券简称：荣晟环保 | | 公告编号：2025-078 | | --- | --- | --- | --- | | 转债代码：113676 | 转债简称：荣 23 | 转债 | | 浙江荣晟环保纸业股份有限公司 2025年第四次临时股东会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 二、 议案审议情况 (一) 非累积投票议案 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 9 月 16 日 (二)股东会召开的地点：浙江省嘉兴市平湖经济技术开发区镇南东路 588 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 | 175 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 145,011,213 | | 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（%） | 56.2698 | (四) ...

Market Overview - The paper sector experienced a slight increase of 0.24% on September 16, with Jingxing Paper leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Top Gainers in the Paper Sector - Zhi Xing Paper (002067) saw a significant rise of 10.04%, closing at 5.92 with a trading volume of 1.295 million shares and a turnover of 752 million yuan [1] - Rongsheng Environmental (603165) increased by 5.96%, closing at 14.23 with a trading volume of 146,700 shares and a turnover of 206 million yuan [1] - Biaolin Packaging (605500) rose by 2.96%, closing at 10.09 with a trading volume of 109,800 shares and a turnover of 110 million yuan [1] Top Losers in the Paper Sector - Qingshan Paper (600103) declined by 3.92%, closing at 4.41 with a trading volume of 7.3169 million shares and a turnover of 3.198 billion yuan [2] - Guanmeng High-tech (600433) fell by 1.73%, closing at 3.41 with a trading volume of 116,930 shares and a turnover of 40.1 million yuan [2] - Songyang Resources (603863) decreased by 1.37%, closing at 21.53 with a trading volume of 109,100 shares and a turnover of 23.5 million yuan [2] Capital Flow Analysis - The paper sector experienced a net outflow of 113 million yuan from institutional investors and 185 million yuan from speculative funds, while retail investors saw a net inflow of 298 million yuan [2] - The top net inflows from retail investors were observed in Zhi Xing Paper (002067) with 259 million yuan, while the largest outflow from institutional investors was also in the same stock [3]

Investment Highlights - The report highlights significant acceleration in national subsidies recovery for the environmental sector in July-August 2025, with Everbright receiving 2.064 billion yuan, surpassing the 1.534 billion yuan received in the same period of 2024 [1][4] - The solid waste sector has shown improvements in return on equity (ROE) and cash flow, with a 1% increase in revenue and an 8% increase in net profit for the first half of 2025 [5][6] - The report recommends several companies for investment, including Hanlan Environment, Green Power, and Everbright Environment, among others [2] Solid Waste Sector Insights - The solid waste sector's performance in the first half of 2025 includes a 9% increase in operating cash flow, reaching 6.9 billion yuan, and a 24% increase in free cash flow compared to the first half of 2024 [5][6] - The average waste incineration companies saw a 1.8% increase in tonnage output and a 1.2% increase in grid-connected output in the first half of 2025 [5][6] - Companies are expanding their operations and improving efficiency, with notable increases in heating supply rates for several firms [5][6] Water Sector Analysis - The water sector is expected to experience a cash flow turnaround, with a projected increase in free cash flow for companies like Xingrong and Shouchuang starting in 2026 [6] - Price reforms in water services are anticipated to enhance growth and valuation, with recent price adjustments in cities like Guangzhou and Shenzhen [6] Sanitation Sector Developments - The penetration rate of electric sanitation vehicles is accelerating, with a 77.6% increase in sales of new energy sanitation vehicles in the first seven months of 2025 [7][8] - The report notes a significant rise in the number of automated sanitation projects, indicating a growing trend towards automation in the sector [7][8] Industry Tracking - The report tracks the performance of various sectors, including the increase in sales of sanitation vehicles and the profitability of biodiesel production, with a notable rise in the price of used cooking oil [8] - Lithium battery recycling is also highlighted, with improvements in profitability due to changes in pricing for lithium and cobalt [8]

Core Viewpoint - The recent notification from the National Development and Reform Commission and the National Energy Administration aims to improve the pricing mechanism for nearby consumption of renewable energy, which is expected to create new opportunities for green electricity direct connection projects starting from October 1, 2025 [1][2][3]. Group 1: Policy and Mechanism - The notification clarifies the economic responsibilities between nearby consumption projects and the public grid, allowing renewable energy projects to pay for supply reliability based on their needs [3][4]. - The new pricing mechanism is designed to enhance the willingness of the grid to provide stable supply services, facilitating the implementation of projects like waste incineration and green electricity direct connections [4][5]. Group 2: Project Requirements - Projects must have a clear interface, with power sources, loads, and storage connected as a whole to the public grid, ensuring safety and responsibility [3][4]. - Projects are required to have a self-consumption ratio of at least 60% of total available generation and 30% of total consumption, with new projects starting from 2030 needing a minimum of 35% [4][5]. Group 3: Economic Advantages - The economic feasibility of projects increases with higher load rates and smaller capacities connected to the public grid, as projects not connected to the grid are exempt from certain fees [4][5]. - For example, in Guangdong Province, the average market transaction price in 2025 is projected to be 0.3910 yuan per kWh, while the costs associated with grid connection and operation total 0.2721 yuan per kWh, leading to a total of 0.6631 yuan per kWh. Direct supply from waste incineration can offer a price advantage of 0.05 to 0.08 yuan per kWh compared to using grid electricity [5]. Group 4: Recommended Companies - The notification is expected to benefit companies involved in green electricity direct supply projects, with specific recommendations including Huanlan Environment, Yongxing Co., Conch Venture, Green Power Environmental Protection, Junxin Co., and Weiming Environmental Protection, while also suggesting attention to Wangneng Environment [5].

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]