Summary of Key Points Core Viewpoint The company, Shuifa Paisi Gas Co., Ltd., is preparing for its first extraordinary general meeting of shareholders in 2025, focusing on the adjustment of its stock issuance plan for 2023, which involves issuing shares to specific investors, primarily its controlling shareholder, Shuifa Group. This move aims to alleviate the company's debt pressure and enhance its capital strength. Group 1: Meeting Procedures and Regulations - The meeting will maintain order and efficiency, with only authorized personnel allowed to attend [1][2][3] - Shareholders have the right to speak, inquire, and vote during the meeting, with a registration process for those wishing to speak [2][3] - Voting will be conducted through a named ballot system, with each share representing one vote [3][4] Group 2: Stock Issuance Plan Adjustments - The adjusted issuance price is set at 5.29 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [10][17] - The number of shares to be issued is capped at 94,517,958 shares, not exceeding 30% of the total share capital before issuance [24][26] - The issuance will be conducted by the controlling shareholder, Shuifa Group, which will subscribe to the shares in cash [23][26] Group 3: Financial Context and Objectives - The company aims to use the funds raised from the stock issuance to repay interest-bearing debts, thereby reducing operational risks and enhancing its debt repayment capacity [23][24] - The company has faced high debt levels, with interest expenses reported at 10,068.26 million yuan, 9,047.47 million yuan, and 8,680.20 million yuan for the years 2022, 2023, and 2024 respectively [21][23] - The issuance is expected to improve the company's capital structure and operational efficiency, contributing to long-term sustainable development [23][24] Group 4: Regulatory Compliance and Approval - The stock issuance plan has undergone necessary approvals from the board and requires further approval from the shareholders' meeting and regulatory bodies [29][30] - The controlling shareholder's commitment to the stock subscription reflects confidence in the company's future development [23][24]

水发派思燃气股份有限公司 2025 年第一次临时股东大会材料 二〇二五年七月 水发派思燃气股份有限公司 2025 年第一次临时股东大会材料 目 录 水发派思燃气股份有限公司 2025 年第一次临时股东大会会议须知 1 水发派思燃气股份有限公司 2025 年第一次临时股东大会会议议程 4 议案 1.关于调整公司 2023 年度向特定对象发行股票方案的议案 ..7 议案 2.关于《2023 年度向特定对象发行股票预案（第二次修订稿）》 的议案 .......................................................... 12 议案 3.关于《2023 年度向特定对象发行股票方案论证分析报告（第 二次修订稿）》的议案 ........................................... 67 议案4.关于与特定对象签署《附条件生效的股份认购合同》的议案 .......82 议案 5.关于向特定对象发行股票涉及关联交易事项的议案.......94 议案 6.关于前次募集资金使用情况专项报告及鉴证报告的议案 ..95 议案 7.关于《2023 年度向特定对象发行 ...

Core Viewpoint - The report details the equity changes of Shandong Waterfa Gas Co., Ltd., indicating an increase in shares through a specific issuance to designated investors, primarily involving Shandong Waterfa Group Co., Ltd. [1][2] Group 1: Company Overview - Shandong Waterfa Gas Co., Ltd. is listed on the Shanghai Stock Exchange under the stock code 603318.SH [1] - The company is controlled by Shandong Waterfa Group Co., Ltd., which holds a significant stake [3][4] - The registered capital of Shandong Waterfa Group Co., Ltd. is approximately 600,069.65 million RMB [3] Group 2: Shareholding Changes - The equity change involves the subscription of newly issued shares by Shandong Waterfa Group Co., Ltd. [2] - The report confirms that the necessary approvals for this equity change have been obtained from relevant authorities [2] - The report states that there have been no other changes in shareholding outside of what is disclosed [1][2] Group 3: Financial Data - As of the report date, the total assets of Shandong Waterfa Group Co., Ltd. are approximately 16,131,945.27 million RMB, with net assets of about 3,592,141.21 million RMB [11] - The company reported a revenue of approximately 6,417,748.33 million RMB and a net profit of 30,531.03 million RMB for the latest fiscal year [11] - The asset-liability ratio stands at 77.73% [11] Group 4: Corporate Governance - The report outlines the governance structure, including the roles of key executives such as the Chairman and General Manager, Liu Zhiguo [11][12] - It confirms that the company and its associated parties have not faced any significant legal issues in the past five years [11]

Core Viewpoint - The company is seeking shareholder approval to exempt its controlling shareholder, Water Development Group, and its concerted actors from making a mandatory tender offer after a specific stock issuance, which would increase their combined ownership above 30% [1][2]. Group 1 - The company held meetings on June 24, 2025, where the board approved a proposal to seek shareholder approval for the exemption from the mandatory tender offer requirement [1]. - Water Development Group currently holds 111,768,935 shares, while its concerted actors hold a combined total of 84,707,751 shares, resulting in a total ownership exceeding 30% [1]. - The issuance of new shares to Water Development Group will trigger a mandatory tender offer obligation under the relevant regulations [1]. Group 2 - According to Article 63 of the "Measures for the Administration of Acquisitions of Listed Companies," investors can be exempt from making a tender offer if approved by non-related shareholders and commit to not transferring the newly issued shares for three years [2]. - Water Development Group has committed to not transferring the newly issued shares for 36 months following the issuance, which aligns with the exemption criteria [2]. - The proposal requires approval from the shareholder meeting, where related shareholders will abstain from voting [2].

Core Viewpoint - The company has revised its plan for a private placement of shares for the year 2023, which includes updates on the issuance process, pricing, and the relationship with the controlling shareholder [1][2][3] Group 1: Issuance Plan Overview - The company’s board and supervisory board approved the proposal for a private placement of shares on August 8, 2023, and subsequent revisions were made to the plan [1][2] - The revisions include updates on the issuance process, the identity of the issuing party, pricing, and the number of shares to be issued [2][3] Group 2: Key Revisions - The updated plan reflects changes in the issuance process, including the approval procedures that have been completed [2][3] - The identity of the issuing party has been updated to include direct subscription by the controlling shareholder [2][3] - The pricing, pricing benchmark date, and the number of shares to be issued have also been revised [2][3] Group 3: Financial and Structural Implications - The necessity and feasibility of the fundraising have been analyzed, indicating confidence in the company's future development [3][4] - The impact of the issuance on the company’s business structure, shareholder structure, and management relationships has been updated [3][4] - The company has provided guarantees related to the controlling shareholder and its affiliates, ensuring no misuse of funds [3][4] Group 4: Documentation and Compliance - The company has revised the feasibility analysis report, the dilution of immediate returns, and the commitments of relevant parties in accordance with the updated plan [4] - The revised documents have been disclosed on the Shanghai Stock Exchange website for investor review [4][5]

Core Viewpoint - The supervisory board of Shandong Water Development Gas Co., Ltd. has reviewed and approved the adjustments to the company's 2023 private placement plan, confirming compliance with relevant laws and regulations, and ensuring no harm to the interests of shareholders, especially minority shareholders [1][2][4]. Summary by Sections Adjustment of the 2023 Private Placement Plan - The supervisory board believes that the adjustment of the 2023 private placement plan aligns with the Company Law, Securities Law, and other relevant regulations, and does not harm the interests of the company or its shareholders, particularly minority shareholders [1]. Review of the Revised Private Placement Proposal - The supervisory board finds that the revised private placement proposal is feasible and operable, complying with legal regulations and benefiting all shareholders without harming minority shareholders' interests [1]. Analysis Report of the Private Placement Plan - The supervisory board confirms that the analysis report for the revised private placement plan adheres to legal requirements and does not harm the interests of the company or its shareholders, especially minority shareholders [2]. Conditional Share Subscription Agreement - The supervisory board states that the conditional share subscription agreement with Water Development Group is legal and valid, ensuring no harm to shareholder rights, particularly those of minority shareholders [2]. Related Party Transactions - The supervisory board acknowledges that the issuance of shares to Water Development Group constitutes a related party transaction, and the terms of the subscription agreement are fair and reasonable, not harming the interests of the company or its shareholders [2]. Feasibility Analysis of Fund Utilization - The supervisory board asserts that the feasibility analysis report for the use of funds from the private placement complies with legal regulations and does not harm the interests of the company or its shareholders, especially minority shareholders [4]. Dilution of Immediate Returns and Compensation Measures - The supervisory board indicates that the company has conducted a thorough analysis of the impact on immediate returns due to dilution and has proposed specific compensation measures, with commitments from controlling shareholders and management to fulfill these measures, ensuring compliance with relevant regulations [4]. Overall Approval - The supervisory board agrees with the overall arrangements for the private placement, which requires approval from the shareholders' meeting and subsequent reviews by the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [4].

Core Viewpoint - The company has not faced any penalties from securities regulatory authorities or exchanges in the past five years, but it has received oral warnings regarding certain compliance issues and has taken corrective actions to improve its governance and disclosure practices [1][8]. Summary by Sections Recent Penalties and Regulatory Measures - The company has not been penalized by securities regulatory authorities or exchanges in the last five years [1]. - The company received an oral warning from the Shanghai Stock Exchange on December 21, 2022, due to inconsistent disclosures related to a 51% acquisition of Tongliao Longshengfeng Natural Gas Co., Ltd. and insufficient risk warnings [2]. - The company has set aside 120 million yuan from the share transfer payment to address the guarantee issue related to the acquisition [2]. Corrective Actions Taken - Following the oral warning, the company and relevant personnel have enhanced their understanding of laws and regulations, improved operational compliance awareness, and increased the quality of information disclosure [2][4]. - The company confirmed the external guarantee matters of its subsidiary in board meetings and disclosed the relevant information [3]. - The guarantee responsibility for Tongliao Longshengfeng Natural Gas Co., Ltd. was officially released in December 2023 [3]. Additional Warnings and Compliance Issues - The company’s former controlling shareholder, Dalian Paisi Investment Co., Ltd., and the then board secretary received an oral warning on October 24, 2023, for failing to fulfill performance commitments from 2019 to 2021 and not disclosing progress in a timely manner [4]. - The company has taken steps to improve compliance and has disclosed various announcements regarding the performance commitments and share repurchase plans [4][5]. Regulatory Warnings from the Securities Regulatory Commission - The company received a warning letter from the Dalian Securities Regulatory Bureau due to inaccurate financial disclosures in its annual reports from 2020 to 2023, which violated the relevant disclosure regulations [6][7]. - The company has submitted a corrective report and is committed to enhancing its internal control and financial reporting practices to prevent future occurrences [6][8].

Core Viewpoint - The company plans to issue shares to specific investors to raise up to RMB 500 million, which will be used to repay interest-bearing debts, potentially diluting immediate returns for existing shareholders [1][5]. Financial Impact Analysis - Before the issuance, the total share capital of the company is 459,070,924 shares, and the number of shares to be issued will not exceed 30% of this total [1]. - The projected net profit for 2024, excluding non-recurring gains and losses, is estimated at RMB 102.65 million, with three scenarios for 2025: no change, a 10% increase, and a 20% increase [2][4]. Key Financial Metrics Comparison - **Scenario 1 (2025 Net Profit Unchanged)**: - Basic earnings per share (EPS) before issuance: 0.2236, after issuance: 0.2198 [4]. - Weighted average return on equity (ROE) before issuance: 6.11%, after issuance: 6.49% [4]. - **Scenario 2 (2025 Net Profit +10%)**: - Basic EPS before issuance: 0.2236, after issuance: 0.2418 [4]. - Weighted average ROE before issuance: 6.11%, after issuance: 7.12% [4]. - **Scenario 3 (2025 Net Profit +20%)**: - Basic EPS before issuance: 0.2236, after issuance: 0.2638 [4]. - Weighted average ROE before issuance: 6.11%, after issuance: 7.74% [4]. Measures to Mitigate Dilution - The company plans to enhance operational efficiency and profitability post-issuance to counteract the dilution of earnings per share [5][6]. - Strict management of the raised funds will be implemented to ensure they are used effectively for debt repayment [6]. - The company will adhere to a stable cash dividend policy to protect the interests of minority shareholders [7]. Commitments from Stakeholders - The controlling shareholder and management have made commitments to ensure the effectiveness of measures to compensate for the dilution of immediate returns [7][8].

Core Viewpoint - The independent directors of Shandong Waterfa Gas Co., Ltd. approved several resolutions regarding the adjustment of the company's stock issuance plan for 2023, including changes in pricing, issuance quantity, and the identity of the issuing party, aimed at facilitating the company's financing and ensuring compliance with regulatory requirements [1][10]. Summary by Sections Stock Issuance Adjustment - The company proposed to adjust the stock issuance plan for 2023, changing the issuance price from 6.67 yuan per share to 5.29 yuan per share, which is still not less than 80% of the average trading price over the previous 20 trading days [1][3]. - The number of shares to be issued was increased from a maximum of 74,962,518 shares to 94,517,958 shares, not exceeding 30% of the total share capital before issuance [6][9]. Issuing Party Changes - The original issuing party was Waterfa Gas Group Co., Ltd., but it has been changed to the controlling shareholder, Waterfa Group Co., Ltd. [7][9]. Compliance and Fairness - The independent directors confirmed that the adjustments made to the stock issuance plan comply with relevant laws and regulations, ensuring that the interests of all shareholders, especially minority shareholders, are protected [10][12]. - The pricing and terms of the related party transactions were deemed fair and reasonable, reflecting the confidence of the subscribing party in the company [12][13]. Financial Reporting and Analysis - The independent directors reviewed and approved the feasibility analysis report for the use of raised funds, confirming that the funds will help reduce the company's debt and optimize its capital structure [13]. - A special report on the use of previously raised funds was also approved, indicating compliance with legal requirements and alignment with the company's actual situation [12][13]. Shareholder Meeting Proposals - The board proposed to seek shareholder approval for the exemption of Waterfa Group and its concerted actions from making a mandatory offer, which aligns with regulatory provisions [13][14].

Group 1 - The company plans to raise a total of up to RMB 500 million through a specific stock issuance, which will be used entirely to repay interest-bearing debts after deducting issuance costs [1][2] - The company's debt-to-asset ratio is higher than the industry average, indicating a need for financial restructuring [1][2] - The issuance is expected to enhance the company's net assets and working capital, improve debt repayment capacity, and optimize the financial structure [2][4] Group 2 - The controlling shareholder, Shuifa Group, will subscribe to the shares in cash, reflecting confidence in the company's future development and long-term investment value [2][3] - The issuance complies with relevant laws and regulations, ensuring its feasibility [2][3] - Post-issuance, the company's total assets and net assets are expected to increase, providing strong financial support for future development [4]