Group 1 - The legal opinion letter is issued by Beijing Guantao (Shanghai) Law Firm regarding the second extraordinary general meeting of shareholders of Shandong Water Development Paise Gas Co., Ltd. scheduled for August 18, 2025 [1][2] - The law firm confirms that the company has provided complete, truthful, and valid documents and statements for the meeting, ensuring no omissions or concealments [2][4] - The meeting will be conducted in accordance with relevant laws, regulations, and the company's articles of association [4][9] Group 2 - The company announced the meeting on August 2, 2025, with more than 15 days' notice prior to the meeting date [5][6] - A total of 230 shareholders attended the meeting, representing 221,023,093 shares, which accounts for 48.1457% of the total voting shares [6][7] - The meeting utilized both on-site and online voting methods, with 227 shareholders participating through the online voting system [7][9] Group 3 - The voting results were compiled from both on-site and online votes, with specific resolutions being passed based on the required majority [9][14] - The first three items on the agenda were special resolutions requiring two-thirds approval, while other items required a simple majority [14] - The law firm concluded that the meeting's procedures, participant qualifications, and voting processes complied with all relevant legal requirements [14][15]

Meeting Overview - The shareholders' meeting of Shandong Water Development Gas Co., Ltd. was held on August 18, 2025, in Jinan, Shandong Province [1] - A total of 48.1457% of the shares were represented at the meeting [1] Voting Results - All proposed resolutions were passed with significant majority votes, including: - For the stock-related matters, 91.2297% of A-shareholders voted in favor [1] - The resolution regarding the extension of the validity period for issuing shares to specific targets received 91.2265% approval [1] - Another resolution achieved 98.9157% support from A-shareholders [1] - The voting results indicate a strong consensus among shareholders on the discussed resolutions [2][3] Legal Compliance - The meeting was conducted in accordance with the Company Law and the company's articles of association, ensuring that all procedures were legally compliant [3] - The presence of legal representatives confirmed the legitimacy and validity of the voting results [3]

地址：上海市长宁区仙霞路 99 号尚嘉中心 12 层、22 层 （200051） Add: 12F&22F,L'Avenue No.99 XianXia Rd,Changning District,Shanghai,PRC 电话 Tel: +86 21 23563298 传真Fax: +86 21 23563299 网址 Website：http://www.guantao.com 邮箱 Email: guantaosh@guantao.com 北京观韬（上海）律师事务所 关于 _____________________________________ _____________________________________ 水发派思燃气股份有限公司 2025年第二次临时股东大会的 法律意见书 北京观韬（上海）律师事务所 法律意见书 北京观韬（上海）律师事务所 关于水发派思燃气股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：水发派思燃气股份有限公司 北京观韬（上海）律师事务所（以下简称"本所"）接受水发派思燃气股份有 限公司（以下简称"公司"）的委托，指派本所律师出席公司 2025 年第二次 ...

一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 8 月 18 日 (二)股东大会召开的地点：山东省济南市经十东路 33399 号 10 层公司会议室 (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 | 230 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 221,023,093 | | 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（%） | 48.1457 | 证券代码：603318 证券简称：水发燃气 公告编号：2025-050 水发派思燃气股份有限公司 2025年第二次临时股东大会决议公告 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 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议符合《公司法》及《公司章程》的规定，大会由公司董事会依法召集。 董事长朱先磊先生主持了本次会议。 (五)公司董事、监 ...

Core Viewpoint - The company, Shui Fa Gas Co., Ltd., has revised its half-year performance forecast for 2025, indicating a significant expected loss compared to the previous forecast [2][5]. Group 1: Performance Forecast - The company anticipates a net loss attributable to shareholders of between -57.91 million yuan and -61.91 million yuan for the first half of 2025 [2][5]. - The forecasted net profit, excluding non-recurring gains and losses, is expected to be between -12 million yuan and -16 million yuan [2][5]. Group 2: Previous Forecast Comparison - The prior forecast, issued on July 15, 2025, estimated a net loss of between -8 million yuan and -12 million yuan [4]. - The previous forecast also projected a net profit, excluding non-recurring gains and losses, of between -12 million yuan and -16 million yuan [4]. Group 3: Reasons for Revision - The revision is primarily due to a court ruling related to a technology infringement case, where the company is liable for damages amounting to 49.91 million yuan [10][11]. - The company had not accounted for the impact of this ruling in its earlier forecasts, as the judgment was not yet issued at that time [10][11].

Core Viewpoint - Water Development Gas Co., Ltd. expects a significant net loss for the first half of 2025, with projected losses ranging from 57.91 million to 61.91 million yuan [1][2]. Performance Forecast - The company anticipates a net profit attributable to shareholders of the listed company to be between -57.91 million yuan and -61.91 million yuan for the first half of 2025 [1][2]. - The expected net profit after deducting non-recurring gains and losses is projected to be between -12 million yuan and -16 million yuan [1][2]. Previous Performance Comparison - In the previous forecast issued on July 15, 2025, the company estimated a net profit of -8 million to -12 million yuan, indicating a worsening financial outlook compared to the current forecast [1][2]. - The adjusted net profit for the first half of 2024 was reported as 51.60 million yuan, with a total profit of 118.24 million yuan after retrospective adjustments [2]. Reasons for Performance Revision - The revision in performance forecast is primarily due to a legal case involving the company, where it is required to pay 49.91 million yuan in damages related to a technology infringement dispute [2][3]. - The company has recognized this liability and loss as non-recurring, following a court ruling that mandates joint compensation with other defendants [3][4].

Group 1 - The company revised its 2025 semi-annual profit forecast, expecting a net loss attributable to shareholders between -57.91 million to -61.91 million RMB, and a net loss excluding non-recurring gains and losses between -12 million to -16 million RMB [1] - Previously, the company had estimated a net loss of -8 million to -12 million RMB for the same period, with the same range for net profit excluding non-recurring items [1] - The reasons for the profit warning include reduced revenue from gas operations, delayed delivery of gas equipment affecting revenue recognition, and increased asset impairment losses due to accounting policy requirements [1] Group 2 - Since its restructuring in 2019, the company has transitioned from a privately-owned listed company to one controlled by the Shandong Provincial State-owned Assets Supervision and Administration Commission, expanding its business across the entire gas industry chain [2] - The company has completed a full industry chain layout from upstream LNG production to midstream high-end manufacturing of gas equipment, and downstream applications in distributed energy and urban gas supply [2] Group 3 - The company received a court summons in March 2025 regarding a lawsuit from Liaoning SanSan Industrial Co., Ltd. over a technology secret infringement, with a claim amount of 49.91 million RMB [3] - A recent court ruling ordered the company and other defendants to jointly compensate the plaintiff for economic losses of 49.91 million RMB, along with additional court fees [3] - The company had not accounted for this case's impact on its profits when it issued the previous profit warning, as the judgment was still pending at that time [4] - Following the court's first-instance judgment, the company has cautiously estimated and recognized a related liability and loss of 49.91 million RMB, which is classified as a non-recurring gain or loss [4]

Group 1 - The company revised its half-year performance forecast for 2025, expecting a net loss attributable to shareholders of between -57.91 million yuan and -61.91 million yuan, indicating a decline compared to the same period last year [1] - The expected net profit attributable to shareholders, after deducting non-recurring gains and losses, is projected to be between -12 million yuan and -16 million yuan for the first half of 2025 [1] - The company is involved in a legal dispute with Liaoning Sansan Industrial Co., Ltd. regarding the infringement of trade secrets, with the case amounting to 49.91 million yuan [1] Group 2 - On July 15, 2025, the company disclosed a preliminary performance loss announcement, stating that the case had not been adjudicated at the time of the announcement, and the impact on current profits was unknown [2] - The current stage of the case is at the first-instance judgment, and the company plans to appeal the decision to protect its legal rights and minimize losses [2] - The company has cautiously estimated and recognized a liability and loss of 49.91 million yuan based on the first-instance judgment, which is classified as a non-recurring gain or loss [2]

Group 1 - The company, Shui Fa Gas (603318.SH), revised its half-year performance forecast for 2025, expecting a net loss attributable to shareholders of between -57.91 million yuan and -61.91 million yuan, indicating a decline compared to the same period last year [1] - The expected net profit attributable to shareholders, after deducting non-recurring gains and losses, is projected to be between -12 million yuan and -16 million yuan for the first half of 2025 [1] - The company is involved in a legal dispute with Liaoning San San Industrial Co., Ltd. regarding the infringement of trade secrets, with the case amounting to 49.91 million yuan [1] Group 2 - On July 15, 2025, the company disclosed a pre-loss announcement for the first half of 2025, stating that the case had not been adjudicated at the time of the announcement, and the impact on current profits was unknown [2] - The current stage of the case is a first-instance judgment, which has not yet taken effect, and the company plans to appeal to protect its legal rights and minimize losses [2] - Following the first-instance judgment, the company has prudently estimated and recognized a liability and loss of 49.91 million yuan, which is classified as a non-recurring loss [2]

证券代码：603318 证券简称：水发燃气 公告编号：2025-049 水发派思燃气股份有限公司 2025 年半年度业绩预告更正公告 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 整性承担个别及连带责任。 重要内容提示： 本期业绩预告适用于净利润为负值的情形。 水发派思燃气股份有限公司（以下简称"公司"）预计 2025 年半年度实现归属于上市公司股东的净利润为-5,791.11 万元到 -6,191.11 万元。 公司预计 2025 年半年度实现归属于上市公司股东的扣除 非经常性损益后的净利润为-1,200 万元到-1,600 万元。 一、本期业绩预告情况 （一）业绩预告期间 2025 年 1 月 1 日至 2025 年 6 月 30 日。 （二）前次业绩预告情况 公司于 2025 年 7 月 15 日披露了 2025 年半年度业绩预亏公 告，具体情况如下： （三）更正后的业绩预告情况 1.经财务部门再次测算，公司预计 2025 年半年度实现归属 于上市公司股东的净利润为-5,791.11 万元到-6,191.11 万元，与 上年同期相比，将 ...