证券代码：603318 证券简称：水发燃气 公告编号：2025-062 水发派思燃气股份有限公司 发行股份购买资产并募集配套资金暨关联交易 之限售股上市流通公告 一、本次限售股上市类型 本次限售股上市流通类型为发行股份购买资产并募集配套 资金暨关联交易（以下简称"本次重组"或"本次交易"）中向 特定对象山东水发控股集团有限公司（以下简称"水发控股"） 非公开发行的限售股，具体情况如下： （一）股票发行的核准情况 公司于 2022 年 11 月 17 日收到中国证券监督管理委员会出 具的《关于核准水发派思燃气股份有限公司向山东水发控股集团 有限公司发行股份购买资产并募集配套资金的批复》（证监许可 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 依法承担法律责任。 重要内容提示： 本次股票上市类型为非公开发行股份；股票认购方式为 网下，上市股数为75,526,333股。 本次股票上市流通总数为75,526,333股。 本次股票上市流通日期为2025 年 11 月 28 日。 〔2022〕2877 号），核准公司发行 75,526,333 股股份 ...

Core Viewpoint - Water Development Gas has experienced a significant decline in stock price, dropping 5.03% on November 21, with a total market value of 3.117 billion yuan and a cumulative decline of 6.04% over four consecutive days [1] Company Overview - Water Development Gas Co., Ltd. is located in Jinan, Shandong Province, and was established on December 4, 2002, with its listing date on April 24, 2015 [1] - The company's main business includes the production and installation of gas and gas system engineering equipment, with revenue composition as follows: gas operation 54.84%, LNG business 30.28%, gas equipment 8.84%, distributed energy services 5.75%, and others 0.30% [1] Shareholder Information - Jin Yuan Shun An Fund has a presence among the top ten circulating shareholders of Water Development Gas, with its fund, Jin Yuan Shun An Yuan Qi Flexible Allocation Mixed Fund (004685), newly entering the top ten in the third quarter, holding 2.1311 million shares, accounting for 0.56% of circulating shares [2] - The fund has incurred a floating loss of approximately 767,200 yuan today and a total floating loss of 980,300 yuan during the four-day decline [2] Fund Performance - The Jin Yuan Shun An Yuan Qi Flexible Allocation Mixed Fund (004685) has a total asset size of 1.432 billion yuan, with a year-to-date return of 44.72%, ranking 1035 out of 8136 in its category, and a one-year return of 47.76%, ranking 687 out of 8056 [2] - The fund manager, Miao Weibin, has been in position for 8 years and 343 days, with the best fund return during his tenure being 589.61% and the worst being -28.79% [3]

Core Viewpoint - Water Development Gas experienced a decline of 1.24% on November 20, with a trading volume of 54.68 million yuan, indicating a challenging market environment for the company [1]. Financing Summary - On November 20, Water Development Gas had a financing buy-in amount of 3.59 million yuan and a financing repayment of 4.65 million yuan, resulting in a net financing buy of -1.06 million yuan [1]. - The total financing and securities balance as of November 20 was 123 million yuan, which represents 4.50% of the circulating market value, indicating a low financing balance compared to the past year [1]. - The company had no shares repaid in the securities lending market on November 20, with 200 shares sold, amounting to 1,430 yuan, and a securities lending balance of 1,430 yuan, which is above the 50th percentile of the past year [1]. Business Performance - For the period from January to September 2025, Water Development Gas reported an operating income of 1.807 billion yuan, a year-on-year decrease of 3.67%, and a net profit attributable to shareholders of -45.47 million yuan, reflecting a significant year-on-year decline of 171.15% [2]. - The company's main business revenue composition includes gas operation (54.84%), LNG business (30.28%), gas equipment (8.84%), distributed energy services (5.75%), and other (0.30%) [1]. Shareholder Information - As of November 10, the number of shareholders for Water Development Gas was 28,000, an increase of 1.02% from the previous period, while the average circulating shares per person decreased by 1.01% to 13,685 shares [2]. - Since its A-share listing, the company has distributed a total of 131 million yuan in dividends, with 72.07 million yuan distributed over the past three years [3]. - As of September 30, 2025, the top ten circulating shareholders included a new shareholder, Jinyuan Shun'an Yuanqi Flexible Allocation Mixed Fund, holding 2.131 million shares [3].

Core Viewpoint - Water Development Gas (603318.SH) is taking multiple measures to reduce financial pressure, including the divestiture of loss-making assets and a capital increase to its controlling shareholder [1][2]. Group 1: Asset Divestiture - Water Development Gas plans to publicly transfer 100% equity of its wholly-owned subsidiary, Yichuan Water Development Gas Co., Ltd., along with all debts owed to it, with a minimum total listing price of 35.32 million yuan [1]. - The divestiture aims to align with the company's strategic positioning and current gas market conditions, helping to integrate resources, reduce management costs, and improve asset operational efficiency [1]. - Yichuan Water Development has been continuously losing money, with revenues of 2.67 million yuan and 2.49 million yuan for the first nine months of 2024 and 2025, respectively, and net profits of -2.06 million yuan and -1.17 million yuan [1]. Group 2: Financial Performance - For the first three quarters of 2025, Water Development Gas reported revenues of 1.807 billion yuan, a year-on-year decrease of 3.67%, and a net loss attributable to shareholders of -45.47 million yuan, a decline of 171.15% [2]. - The company experienced a significant drop in net profit due to reduced revenue from gas operations, goodwill impairment, and provisions for litigation losses [2]. - However, in the third quarter, the company achieved revenues of 618 million yuan, a year-on-year increase of 4.43%, and a net profit of 15.59 million yuan, a growth of 26.68% [2]. Group 3: Capital Increase - On November 14, Water Development Gas's application for a capital increase was approved by the Shanghai Stock Exchange, aiming to issue up to 95.6023 million shares to its controlling shareholder, Water Development Group, raising up to 500 million yuan [3]. - The funds raised will be used entirely for repaying interest-bearing debts of the company and its subsidiaries [3]. - Following the issuance, Water Development Group will maintain its status as the controlling shareholder, and the proportion of shares controlled by the Shandong State-owned Assets Supervision and Administration Commission will increase [3].

Core Viewpoint - Water Development Gas (603318) announced that there are no overdue guarantees as of November 18 [1] Group 1 - The company confirmed the absence of overdue situations regarding its guarantees [1]

Group 1 - The company, ShuiFa Gas, announced a total external guarantee amount of approximately RMB 763 million, which accounts for 51.25% of the latest audited net assets [1] - The total guarantee provided to its controlling subsidiaries is approximately RMB 753 million, representing 50.57% of the latest audited net assets [1] - For the year 2024, the revenue composition of ShuiFa Gas is as follows: Energy comprehensive services account for 57.57%, LNG (LPG) gas sales account for 31.57%, gas equipment business accounts for 10.24%, and other businesses account for 0.62% [1] Group 2 - As of the report date, the market capitalization of ShuiFa Gas is RMB 3.4 billion [2]

证券代码：603318 证券简称：水发燃气 公告编号：2025-061 关于为全资子公司提供担保的公告 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： 担保对象及基本情况 | | | 被担保人名称 | | 鄂尔多斯市水发燃气有限公司 | | | --- | --- | --- | --- | --- | --- | | 担 | 保 对 | 本次担保金额 | 3,000 | 万元 | | | 象 | | 实际为其提供的担保余额 | 31,000 | 万元 | | | | | 是否在前期预计额度内 | 是 | □否 | □不适用：_________ | | | | 本次担保是否有反担保 | 是 | 否 | □不适用：_________ | 累计担保情况 | 对外担保逾期的累计金额（万元） | 0 | | --- | --- | | 截至本公告日上市公司及其控股子 公司对外担保总额（万元） | 76,250.03 | | 对外担保总额占上市公司最近一期 经审计净资产的比例（%） | 51.25% | | 特别 ...

Core Viewpoint - The company has signed a guarantee contract with China Everbright Bank for a short-term loan of 30 million RMB for its wholly-owned subsidiary, indicating a strategic move to secure funding for operational liquidity [1] Group 1: Loan and Guarantee Details - The guarantee provided is for a short-term working capital loan of 30 million RMB, with a maximum principal balance of 30 million RMB [1] - The guarantee period is set for three years from the date of debt fulfillment [1] - This guarantee falls within the company's estimated guarantee limit for the year 2025, and no counter-guarantee is required [1] Group 2: Financial Position - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to 76,250.03 million RMB [1] - This total represents 51.25% of the company's most recent audited net assets [1]

Core Viewpoint - The company intends to publicly transfer 100% equity and all debts of its subsidiary, Yichuan Shuifa Gas Co., Ltd., with a minimum total listing price of 35.33 million yuan [2][4]. Group 1: Transaction Overview - The company plans to transfer 100% equity of Yichuan Shuifa for a base price of 4.3729 million yuan and all debts amounting to 30.9569 million yuan, totaling at least 35.3298 million yuan [2][4]. - The final transfer price will depend on the bidding price from the buyer [2][4]. - The transaction does not constitute a major asset restructuring and does not require shareholder approval [3][6]. Group 2: Financial Impact - The transaction is expected to have a minimal impact on the company's current profit and loss, estimated at 0.023 million yuan [15]. - After the transaction, the company will no longer hold any equity in Yichuan Shuifa and will not provide any guarantees or financial support to it [3][15]. Group 3: Valuation and Assessment - The valuation of Yichuan Shuifa's equity was assessed at 4.3729 million yuan based on a report from Zhonglian Asset Appraisal Group, with a slight increase of 0.23 million yuan, representing a 0.05% increase [10][14]. - Two valuation methods were used: the asset-based method and the income method, with the income method being deemed more reliable for this assessment [12][14]. Group 4: Transaction Process - The transaction will proceed through a public listing process, and the buyer's identity and transaction details will be disclosed after completion [8][15]. - The payment for the transaction will be made in installments, with at least 30% due at the signing of the contract [15].

Core Viewpoint - The company is planning to transfer 100% equity and all debts of its subsidiary, Yichuan Shuhua Gas Co., Ltd., through public listing, with a total minimum price of 35.33 million yuan [1][2] Group 1: Transaction Details - The equity transfer price for Yichuan Shuhua is set at 4.3729 million yuan, while the debt transfer price is 30.9569 million yuan, totaling no less than 35.3298 million yuan [1] - The transaction will be conducted with an initial payment of at least 30% of the total price, with the remaining amount to be paid within one year of contract signing [1] - After the transaction, the company will no longer provide financial support or guarantees for Yichuan Shuhua [2] Group 2: Strategic Alignment - The transaction aligns with the company's strategic positioning and current gas market conditions, aiming to integrate resources, reduce management costs, and improve asset operation efficiency [2] - The company focuses on natural gas, with operations in urban gas, LNG production, distributed energy, and high-end gas equipment manufacturing across various provinces [2] Group 3: Financial Performance - For the first three quarters of 2025, the company reported revenue of 1.807 billion yuan, a decrease of 3.67% year-on-year, and a net loss of 45.469 million yuan, a decline of 171.15% [3] - In Q3 2025, the company achieved revenue of 618 million yuan, a year-on-year increase of 4.43%, and a net profit of 15.588 million yuan, up 26.68% [3] - The company plans to overcome external pressures by focusing on core business, reducing costs, enhancing digital management, optimizing industry layout, and exploring new growth points [3]