水发派思燃气股份有限公司 2025年第一次临时股东大会的 法律意见书 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 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 年第一次临时股东大会的 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 年第一次 ...

Core Viewpoint - The company announced the implementation of its annual profit distribution plan for 2024, which includes a cash dividend of 0.068 CNY per share, approved at the shareholders' meeting on May 28, 2025 [2][4]. Distribution Details - The cash dividend distribution is based on a total share capital of 459,070,924 shares, resulting in a total cash dividend payout of 31,216,822.83 CNY [4]. - The distribution is applicable to all shareholders registered with the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, as of the close of trading on the day before the equity registration [3]. Implementation Method - The cash dividends for unrestricted circulating shares will be distributed through the clearing system of the China Securities Depository and Clearing Corporation Limited, with shareholders able to collect their dividends at their designated securities firms on the payment date [5]. - For shareholders who have not completed designated trading, the dividends will be held by the China Securities Depository and Clearing Corporation Limited until the trading is completed [5]. Taxation Information - For individual shareholders and securities investment funds holding unrestricted circulating shares, no personal income tax will be withheld at the time of cash dividend distribution [9]. - The actual cash dividend after tax for qualified foreign institutional investors (QFII) will be 0.0612 CNY per share, after a 10% withholding tax [10]. - For Hong Kong market investors, the cash dividend will also be subject to a 10% withholding tax, resulting in the same net amount of 0.0612 CNY per share [10].

Core Points - The company announced a cash dividend of 0.068 CNY per share for its A shares [1][2] - The dividend distribution plan was approved at the annual general meeting on May 28, 2025 [1] - The record date for the dividend is July 14, 2025, with the last trading day and ex-dividend date also on July 15, 2025 [1] Dividend Distribution Details - The total share capital used for the dividend calculation is 459,070,924 shares [1] - Cash dividends will be distributed through China Securities Depository and Clearing Corporation Limited, Shanghai Branch [1][2] - For individual shareholders and securities investment funds, no personal income tax will be withheld at the time of cash dividend distribution [2] Tax Implications - For individual shareholders with a holding period of one month or less, the actual tax burden is 20% on the dividend income [2] - For those holding shares for more than one month but less than one year, the tax burden is reduced to 10% [2] - For shareholders holding shares for over one year, the dividend income is exempt from personal income tax [2] Special Considerations for Foreign Investors - For Qualified Foreign Institutional Investors (QFII), a 10% corporate income tax will be withheld, resulting in a net cash dividend of 0.0612 CNY per share [3][4] - Hong Kong market investors will also have a 10% tax withheld, with the same net cash dividend of 0.0612 CNY per share [4] - Other institutional investors are responsible for their own tax payments, with the gross cash dividend remaining at 0.068 CNY per share [4]

证券代码：603318 证券简称：水发燃气 公告编号：2025-038 水发派思燃气股份有限公司 2024年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利0.068元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/7/14 | － | 2025/7/15 | 2025/7/15 | 差异化分红送转： 否 本次利润分配方案经公司2025 年 5 月 28 日的2024年年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 分配方案： 本次利润分配以方案实施前的公司总股本459,070,924股为基数，每股派发现金红利 0.068元（含税），共计派发现金红利31,216,822.83元。 ...

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].