证券代码：603318 证券简称：水发燃气 公告编号：2025-051 水发派思燃气股份有限公司 第五届董事会第八次会议决议公告 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 整性承担个别及连带责任。 一、董事会会议召开情况 （一）本次董事会会议召开符合有关法律、行政法规、部门 规章、规范性文件和公司章程的规定。 （二）本次董事会会议通知于 2025 年 8 月 16 日以电子邮件 和直接送达的方式发出。 （三）本次董事会会议于 2025 年 8 月 26 日上午在山东省济 南市历城区经十东路 33399 号水发大厦 10 层公司会议室召开。 （四）本次董事会会议应到董事 9 人，亲自出席会议董事 9 人。 （五）本次会议由公司董事长朱先磊先生主持，公司高级管 理人员列席了会议。 二、董事会会议审议情况 本次会议以记名投票表决的方式审议通过了《关于公司2025 年半年度报告及摘要的议案》。 — 1 — 本议案已经公司董事会审计委员会审议通过，各位委员一致 同意该报告，并同意提交公司董事会审议。 同意《公司 2025 年半年度报告》《公司 20 ...

[Section I Definitions](index=4&type=section&id=%E7%AC%AC%E4%B8%80%E8%8A%82%20%E9%87%8A%E4%B9%89) This section defines common terms, company names, and business-related terminology to ensure accurate report interpretation [Section II Company Profile and Key Financial Indicators](index=5&type=section&id=%E7%AC%AC%E4%BA%8C%E8%8A%82%20%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B%E5%92%8C%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) This section provides the company's basic information, contact details, stock overview, and key financial performance indicators for the reporting period [I. Company Information](index=5&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF) This section provides basic information for Shuifa Pace Gas Co., Ltd., including its Chinese name, abbreviation, foreign name, and legal representative - The company's Chinese name is Shuifa Pace Gas Co., Ltd., abbreviated as Shuifa Gas, with Zhu Xianlei as the legal representative[17](index=17&type=chunk) [II. Contact Persons and Information](index=5&type=section&id=%E4%BA%8C%E3%80%81%E8%81%94%E7%B3%BB%E4%BA%BA%E5%92%8C%E8%81%94%E7%B3%BB%E6%96%B9%E5%BC%8F) This section lists contact details for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, fax, and email, to facilitate investor communication - The Board Secretary is Yu Ying, and the Securities Affairs Representative is Li Li, both located at 10th Floor, Shuifa Building, 33399 Jingshi East Road, Licheng District, Jinan City, Shandong Province[18](index=18&type=chunk) [III. Overview of Basic Information Changes](index=5&type=section&id=%E4%B8%89%E3%80%81%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5%E5%8F%98%E6%9B%B4%E7%AE%80%E4%BB%8B) This section outlines basic company information, including its registered and office addresses - The company's registered address is 73 Zhenpeng Industrial City, Dalian Economic and Technological Development Zone, and its office address is 10th Floor, Shuifa Building, 33399 Jingshi East Road, Licheng District, Jinan City, Shandong Province[19](index=19&type=chunk) [IV. Overview of Information Disclosure and Document Custody Location Changes](index=5&type=section&id=%E5%9B%9B%E3%80%81%E4%BF%A1%E6%8A%AB%E9%9C%B2%E5%8F%8A%E5%A4%87%E7%BD%AE%E5%9C%B0%E7%82%B9%E5%8F%98%E6%9B%B4%E6%83%85%E5%86%B5%E7%AE%80%E4%BB%8B) This section specifies the company's designated newspapers, website address for information disclosure, and the location for report custody - The company's information disclosure newspapers include "China Securities Journal", "Shanghai Securities News", and "Securities Times", with the website www.sse.com.cn, and reports are kept at the company's Securities Department[20](index=20&type=chunk) [V. Company Stock Overview](index=5&type=section&id=%E4%BA%94%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E7%A5%A8%E7%AE%80%E5%86%B5) This section provides information on the company's stock, including its listing exchange, abbreviation, code, and previous abbreviation - The company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation Shuifa Gas, stock code 603318, and previous abbreviation Pace Shares[21](index=21&type=chunk) [VII. Key Accounting Data and Financial Indicators](index=6&type=section&id=%E4%B8%83%E3%80%81%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) During the reporting period, the company's operating revenue decreased by 7.40% year-on-year, while total profit and net profit attributable to shareholders significantly declined by 103.64% and 218.33% respectively, primarily due to reduced gas operation income, delayed equipment business revenue recognition, increased asset impairment losses, and litigation provisions; however, net cash flow from operating activities increased by 389.83% year-on-year [(I) Key Accounting Data](index=6&type=section&id=(%E4%B8%80)%20%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE) In H1 2025, operating revenue decreased by 7.40% to **CNY 1.189 billion**, while total profit and net profit attributable to shareholders significantly declined, with operating cash flow increasing by 389.83% Key Accounting Data for H1 2025 | Key Accounting Data (Jan-Jun) | Current Period (CNY) | Prior Period Adjusted (CNY) | YoY Change (%) | | :------------------------------------------- | :------------------- | :-------------------- | :-------------------------- | | Operating Revenue | 1,189,372,873.24 | 1,284,439,467.60 | -7.40 | | Total Profit | -4,307,927.64 | 118,242,792.78 | -103.64 | | Net Profit Attributable to Shareholders | -61,056,969.50 | 51,597,152.22 | -218.33 | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | -14,254,285.92 | 44,149,894.15 | -132.29 | | Net Cash Flow from Operating Activities | 92,227,656.80 | 18,828,581.02 | 389.83 | | Net Assets Attributable to Shareholders (Period-End) | 1,435,268,466.30 | 1,487,920,579.80 | -3.54 | | Total Assets (Period-End) | 4,156,367,531.77 | 4,219,515,694.00 | -1.50 | [(II) Key Financial Indicators](index=6&type=section&id=(%E4%BA%8C)%20%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) The company's basic earnings per share and basic earnings per share excluding non-recurring items both significantly decreased, as did the weighted average return on net assets and the weighted average return on net assets excluding non-recurring items Key Financial Indicators for H1 2025 | Key Financial Indicators (Jan-Jun) | Current Period | Prior Period Adjusted | YoY Change (%) | | :------------------------------------------- | :------------- | :-------------------- | :-------------------------- | | Basic EPS (CNY/share) | -0.13 | 0.11 | -218.18 | | Basic EPS (Excluding Non-Recurring Items) (CNY/share) | -0.03 | 0.10 | -130.00 | | Weighted Average ROE (%) | -4.28 | 2.98 | Decrease by 7.26 percentage points | | Weighted Average ROE (Excluding Non-Recurring Items) (%) | -1.00 | 2.70 | Decrease by 3.70 percentage points | - Total profit decreased by **103.64%**, primarily due to reduced gas operation business income, delayed revenue recognition from gas equipment business deliveries concentrated in the second half, increased asset impairment losses, and provision for litigation liabilities related to Liaoning San San Industry[26](index=26&type=chunk) - Net profit attributable to shareholders decreased by **218.33%**, for reasons similar to the total profit decline, mainly impacted by reduced gas operation income, delayed equipment business revenue recognition, increased asset impairment losses, and provision for litigation liabilities related to Liaoning San San Industry[27](index=27&type=chunk) - Net cash flow from operating activities increased by **389.83%**, primarily due to concentrated payments for LNG business goods in the prior year[27](index=27&type=chunk) [IX. Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=%E4%B9%9D%E3%80%81%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%92%8C%E9%87%91%E9%A2%9D) In the first half of 2025, the company's total non-recurring gains and losses amounted to **negative CNY 46.8027 million**, primarily influenced by other non-operating income and expenses (negative CNY 49.7346 million), including debt restructuring gains of **CNY 3.1874 million** Non-Recurring Gains and Losses Items and Amounts for H1 2025 | Non-Recurring Items | Amount (CNY) | | :--------------------------------------------------- | :----------- | | Gains/Losses on Disposal of Non-Current Assets | -17,403.79 | | Government Grants Recognized in Current P&L | 781,714.70 | | Debt Restructuring Gains/Losses | 3,187,416.79 | | Custody Fees Income from Entrusted Operations | 318,332.26 | | Other Non-Operating Income and Expenses (Excluding Above) | -49,734,641.04 | | Less: Income Tax Impact | 133,429.12 | | Minority Interest Impact (After Tax) | 1,204,673.38 | | Total | -46,802,683.58 | [XI. Other Matters](index=8&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E5%85%B6%E4%BB%96) Due to an ongoing lawsuit with Liaoning San San Industry, the company recognized a provision for liabilities and non-operating expenses of **CNY 49.9111 million** based on prudence - The company has recognized a provision for liabilities and non-operating expenses of **CNY 49,911,100.22** due to an ongoing lawsuit with Liaoning San San Industry[31](index=31&type=chunk) [Section III Management Discussion and Analysis](index=8&type=section&id=%E7%AC%AC%E4%B8%89%E8%8A%82%20%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) This section provides an in-depth analysis of the company's industry, business operations, core competencies, key financial performance, and potential risks during the reporting period [I. Industry and Main Business Overview During the Reporting Period](index=8&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%8F%8A%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E6%83%85%E5%86%B5%E8%AF%B4%E6%98%8E) The company focuses on the natural gas industry chain, with four main business segments: gas operations, LNG, gas equipment, and distributed energy services, primarily gas operations and LNG; in H1 2025, domestic natural gas production grew, but imports and apparent consumption declined due to high international gas prices and weak domestic demand, while policies continue to promote energy structure transformation and "dual carbon" goals, encouraging gas companies to transition to integrated energy services [(I) Basic Overview of the Company's Industry](index=8&type=section&id=(%E4%B8%80)%20%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5) The company's main business revolves around the natural gas industry chain, including gas operations, LNG, gas equipment, and distributed energy services; in H1 2025, domestic natural gas production increased by 5.9% and LNG production by 19.5% year-on-year, but natural gas imports decreased by 7.9%, leading to a decline in apparent consumption, while national policies continue to support energy structure transformation and natural gas industry development - The company focuses on the natural gas industry chain, with main business segments including gas operations, LNG, gas equipment, and distributed energy services[33](index=33&type=chunk) - From January to June 2025, domestic natural gas production was **130.83 billion cubic meters**, a **5.9%** year-on-year increase; liquefied natural gas production was **13.666 million tons**, a **19.5%** year-on-year increase[33](index=33&type=chunk) - During the same period, imported natural gas was **59.55 million tons**, a **7.9%** year-on-year decrease; domestic apparent natural gas consumption was **208.058 billion cubic meters**, indicating a decline in demand[33](index=33&type=chunk)[40](index=40&type=chunk) - The National Energy Administration released the "2025 Energy Work Guidance Opinion," proposing rapid growth in natural gas production and continuous increase in oil and gas reserves[40](index=40&type=chunk) [(II) Operating Models of the Company's Business Segments](index=9&type=section&id=(%E4%BA%8C)%20%E5%85%AC%E5%8F%B8%E5%90%84%E4%B8%9A%E5%8A%A1%E6%9D%BF%E5%9D%97%E7%BB%8F%E8%90%A5%E6%A8%A1%E5%BC%8F) The company's gas operations include urban gas supply and long-distance pipeline businesses; LNG business involves the sale of liquefied natural gas and by-products; gas equipment manufacturing operates on an "order-based" model; and distributed energy services provide integrated energy solutions under a BOO model - Gas operations include urban gas sales and installation, as well as long-distance pipeline business, with the primary profit model being pipeline gas supply and services[41](index=41&type=chunk) - The LNG business model involves purchasing natural gas from suppliers, liquefying it at a plant, and then selling LNG and by-products[41](index=41&type=chunk) - The gas equipment manufacturing business operates on an "order-based" model, providing design, production, sales, and services for gas transmission, distribution, and application products[42](index=42&type=chunk) - Distributed energy services adopt a BOO model, offering integrated energy services such as heating, cooling, and power generation, along with operation and maintenance for low-concentration gas power generation[42](index=42&type=chunk) [II. Discussion and Analysis of Operations](index=10&type=section&id=%E4%BA%8C%E3%80%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5%E7%9A%84%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) In H1 2025, the company's operating revenue decreased by 7.4% year-on-year, while net profit attributable to the parent and non-recurring net profit significantly declined, primarily due to macroeconomic downturn, reduced gas operation income, delayed equipment deliveries, increased asset impairment losses, and litigation provisions; however, net cash flow from operating activities increased by 389.83% year-on-year - In H1 2025, the company's operating revenue was **CNY 1.189 billion**, a **7.4%** year-on-year decrease, primarily impacted by macroeconomic downward pressure[42](index=42&type=chunk) - Net profit attributable to shareholders was **negative CNY 61.057 million**, a **218.33%** year-on-year decrease; net profit excluding non-recurring items was **negative CNY 14.2543 million**, a **132.29%** year-on-year decrease[42](index=42&type=chunk) - Performance fluctuations were primarily influenced by a combination of factors, including reduced gas operation business income, gas equipment business deliveries concentrated in the second half, increased asset impairment losses, and provision for litigation liabilities related to Liaoning San San Industry[42](index=42&type=chunk) - Net cash flow from operating activities was **CNY 92.2277 million**, an increase of **389.83%** compared to the prior year[42](index=42&type=chunk) Operating Performance by Business Segment (H1 2025) | Business Segment | Indicator | H1 2025 | YoY Change | | :------------------- | :------------------- | :------------ | :--------- | | Gas Operations | New Industrial Customers | 39 households | - | | | New Commercial Customers | 10 households | - | | | New Residential Customers | 1,817 households | - | | | New Contracted Gas Volume | 79,400 m³/day | - | | | Gas Sales Volume | 222 million m³ | -1.77% | | LNG | Production Volume | 88,400 tons | -7.82% | | | Helium Production Volume | 93,200 m³ | +1.75% | | Gas Equipment Manufacturing | New Contract Value | CNY 304 million | +32% | | Distributed Energy Services | Power Generation | 48,700 kWh | +14.59% | | | Heating Supply | 18,000 GJ | -4.6% | | | Domestic Hot Water Supply | 5,674 tons | +26.96% | | | Steam Supply | 672.4 tons | +7.48% | [III. Analysis of Core Competencies During the Reporting Period](index=10&type=section&id=%E4%B8%89%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company's core competencies include state-controlled governance advantages, strong "Shuifa" brand and product strengths, market barriers from exclusive operating rights, continuous R&D investment and technological innovation, comprehensive quality control and safety management systems, and integrated development capabilities across the entire natural gas industry chain - The company's controlling shareholder changed to Shuifa Group, leveraging its capital strength, brand reputation, and resource network to provide solid guarantees for business expansion, project financing, and risk control[44](index=44&type=chunk)[45](index=45&type=chunk) - The "Shuifa" brand enhances the company's image, and its gas equipment manufacturing business has established long-term partnerships with international companies like GE and Siemens, ensuring stable product quality and market channels[45](index=45&type=chunk)[46](index=46&type=chunk) - The company holds exclusive gas operating rights in multiple regions, creating a regional monopoly advantage and strong capabilities in resource allocation and regional synergistic operations[46](index=46&type=chunk) - The company prioritizes technological R&D, holding **164** authorized patents (**14** invention patents), and has been recognized as a "High-Tech Enterprise," maintaining a leading position in the gas equipment sector[46](index=46&type=chunk) - The company has established an ISO9001 quality management system, holds qualifications such as a Class A pressure pipeline component manufacturing license for special equipment, and continuously increases safety investments, maintaining a good accident control record[47](index=47&type=chunk) - The company has achieved a full industry chain layout, from upstream LNG production and midstream gas equipment manufacturing to downstream distributed energy and urban gas supply, enhancing operational efficiency and market competitiveness[48](index=48&type=chunk)[49](index=49&type=chunk) [IV. Key Operating Performance During the Reporting Period](index=12&type=section&id=%E5%9B%9B%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E4%B8%BB%E8%A6%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5) During the reporting period, the company's operating revenue and costs both decreased, R&D expenses fell, and financial expenses rose; net cash flow from operating activities significantly increased, net cash flow from investing activities turned positive, and net cash outflow from financing activities increased; the company newly acquired a 65% stake in Qingyang Xingrui Energy Co., Ltd., consolidating it into its financial statements [(I) Analysis of Main Business](index=12&type=section&id=(%E4%B8%80)%20%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) The company's operating revenue and costs decreased year-on-year, sales and administrative expenses declined, while financial expenses increased and R&D expenses decreased; net cash flow from operating activities significantly grew, net cash flow from investing activities turned positive, and net cash outflow from financing activities increased Analysis of Financial Statement Item Changes (H1 2025) | Item | Current Period (CNY) | Prior Period (CNY) | Change (%) | | :----------------------------------- | :------------------- | :----------------- | :--------- | | Operating Revenue | 1,189,372,873.24 | 1,284,439,467.60 | -7.40 | | Operating Cost | 1,020,994,986.37 | 1,058,274,704.43 | -3.52 | | Selling Expenses | 5,024,995.76 | 5,037,456.60 | -0.25 | | Administrative Expenses | 48,060,583.38 | 54,368,516.53 | -11.60 | | Financial Expenses | 40,853,294.51 | 37,098,925.94 | 10.12 | | R&D Expenses | 6,361,299.25 | 9,441,448.12 | -32.62 | | Net Cash Flow from Operating Activities | 92,227,656.80 | 18,828,581.02 | 389.83 | | Net Cash Flow from Investing Activities | 178,214,824.17 | -44,888,678.39 | - | | Net Cash Flow from Financing Activities | -255,911,321.96 | -172,847,026.60 | - | - The change in R&D expenses was primarily due to material input based on R&D progress[51](index=51&type=chunk) - The increase in net cash flow from operating activities was mainly due to concentrated payments for LNG business goods in the prior year[52](index=52&type=chunk) - The change in net cash flow from investing activities was primarily due to the receipt of equity transfer proceeds from the disposal of Dongying Shengdong Equity Investment Partnership (Limited Partnership) this year[52](index=52&type=chunk) - The change in net cash flow from financing activities was mainly due to the payment for Shengdong Gas acquisition this year[52](index=52&type=chunk) [(II) Explanation of Significant Profit Changes Due to Non-Core Business](index=12&type=section&id=(%E4%BA%8C)%20%E9%9D%9E%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%AF%BC%E8%87%B4%E5%88%A9%E6%B6%A6%E9%87%8D%E5%A4%A7%E5%8F%98%E5%8C%96%E7%9A%84%E8%AF%B4%E6%98%8E) Due to an ongoing lawsuit with Liaoning San San Industry, the company recognized a provision for liabilities and non-operating expenses of **CNY 49.9111 million** based on prudence, significantly impacting profit - The company recognized a provision for liabilities and non-operating expenses of **CNY 49,911,100.22** due to an ongoing lawsuit with Liaoning San San Industry, leading to a significant change in profit[53](index=53&type=chunk) [(III) Analysis of Assets and Liabilities](index=13&type=section&id=(%E4%B8%89)%20%E8%B5%84%E4%BA%A7%E3%80%81%E8%B4%9F%E5%80%BA%E6%83%85%E5%86%B5%E5%88%86%E6%9E%90) The company's asset and liability structure underwent multiple changes, with significant decreases in notes receivable, accounts receivable financing, other receivables, taxes payable, and long-term payables, primarily due to reduced bill settlements, recovery of equity transfer payments, income tax payments, and repayment of finance leases; construction in progress, intangible assets, and long-term borrowings significantly increased, mainly due to the acquisition of Qingyang Xingrui Energy, new project investments by Shengdong Gas, and increased long-term financing; provisions for liabilities surged by **6567.25%**, mainly due to the provision for litigation liabilities related to Liaoning San San Industry Analysis of Asset and Liability Changes (H1 2025) | Item Name | Current Period-End (CNY) | Proportion of Total Assets at Period-End (%) | Prior Year-End (CNY) | Proportion of Total Assets at Prior Year-End (%) | Change from Prior Year-End (%) | Explanation

Group 1 - The core viewpoint of the announcement is the resolutions passed during the second extraordinary general meeting of shareholders held on August 18, 2025, by Shandong Water Development Gas Co., Ltd. [1] - The meeting was convened in accordance with the Company Law and the Articles of Association, presided over by Chairman Zhu Xianlei, with all directors and supervisors present [2][3] - All proposed resolutions, including the extension of the validity period for issuing shares to specific targets and the cancellation of the supervisory board, were approved by the shareholders [4][5] Group 2 - The meeting included significant resolutions such as amendments to the Articles of Association and the rules for board and shareholder meetings, all of which were passed [4] - The legal proceedings of the meeting were verified by Beijing Guantao (Shanghai) Law Firm, confirming compliance with relevant laws and regulations [6] - The resolutions that required special voting achieved more than two-thirds approval from the attending shareholders [5]

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]