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]

Core Viewpoint - The company plans to issue shares to a specific entity, Water Development Group Co., Ltd., which is its controlling shareholder, constituting a related party transaction [1][2]. Group 1: Related Party Transaction Overview - The issuance of shares will be conducted through cash subscription by Water Development Group, which is the controlling shareholder of the company [1][2]. - The board of directors has approved the issuance, with independent directors expressing their agreement [1][2]. - The transaction requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][2]. Group 2: Related Party Information - Water Development Group is a state-owned enterprise established in 2009, primarily engaged in the management and investment of water resources in Shandong Province [2]. - As of the announcement date, Water Development Group has total assets of approximately 161.32 billion yuan and total liabilities of about 125.40 billion yuan [3]. Group 3: Transaction Details - The subscription amount by Water Development Group will not exceed 500 million yuan, with a maximum subscription of approximately 94.52 million shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8]. - The issuance price is set at 5.29 yuan per share, which is 80% of the average trading price over the previous 20 trading days [6][7]. - The shares will be subject to a lock-up period of 36 months post-issuance [8]. Group 4: Purpose and Impact of the Transaction - The participation of Water Development Group in the share issuance reflects its positive outlook on the company's future and strong support for its development [16]. - The issuance is expected to reduce the company's debt-to-asset ratio, thereby lowering financial risks and enhancing its financial structure and market competitiveness [16].

独立董事提名人声明与承诺 提名人水发派思燃气股份有限公司董事会，现提名刘毅军为水 发派思燃气股份有限公司第五届董事会独立董事候选人，并已充分 了解被提名人职业、学历、职称、详细的工作经历、全部兼职、有 无重大失信等不良记录等情况。被提名人已同意出任水发派思燃气 股份有限公司第五届董事会独立董事候选人（参见该独立董事候选 人声明） 。提名人认为，被提名人具备独立董事任职资格，与水发派 思燃气股份有限公司之间不存在任何影响其独立性的关系，具体声 明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、行 政法规、规章及其他规范性文件，具有 5 年以上法律、经济、会计、 财务、管理或者其他履行独立董事职责所必需的工作经验。 被提名人已经参加培训并取得证券交易所认可的相关培训证明 材料。 二、被提名人任职资格符合下列法律、行政法规和部门规章的要 求： （一） 《中华人民共和国公司法》关于董事任职资格的规定； 、上海证券交 易所自律监管规则以及公司章程有关独立董事任职资格和条件的相 关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部辞 去公职或者退（离）休后担任上市公司、基金管理公司独立董事、 ...

Core Points - The resignation of independent directors Xia Tongshui and Wu Changchun is due to the six-year term limit as stipulated by regulations [1][2] - The company has approved the election of Zhu Renkuai and Liu Yijun as new independent directors, pending shareholder approval [2] - The adjustment of the board's specialized committee members is necessary to ensure compliance and effective governance [2] Resignation of Independent Directors - Xia Tongshui and Wu Changchun submitted their resignation letters as their term as independent directors has reached the maximum duration of six years [1] - Their resignation will temporarily leave the number of independent directors below one-third of the board members until new directors are elected [1] Election of New Independent Directors - The board has passed a resolution to elect Zhu Renkuai and Liu Yijun as independent directors, effective from the date of shareholder approval [2] - Both candidates have undergone prior qualification review by the board's nomination committee and have been approved by the Shanghai Stock Exchange [2] Adjustment of Specialized Committees - Following the changes in the board, Zhu Renkuai will be elected to the Audit Committee, Nomination Committee, and Compensation and Assessment Committee, while Liu Yijun will join the Compensation and Assessment Committee and the Strategic and ESG Committee [2] - The terms for these committee members will last until the end of the current board's term, with responsibilities and procedures governed by the company's articles of association [2]

目 录 水发派思燃气股份有限公司 前次募集资金使用情况 鉴证报告 致同会计师事务所（特殊普通合伙） 前次募集资金使用情况鉴证报告 公司前次募集资金使用情况报告 1-3 前次募集资金使用情况对照表 4 致同会计师事务所（特殊普通合伙） 中国北京朝阳区建国门外大街 22 号 赛特广场 5 层邮编 100004 电话 +86 10 8566 5588 传真 +86 10 8566 5120 www.grantthornton.cn 前次募集资金使用情况鉴证报告 致同专字（2025）第 210A016646 号 水发派思燃气股份有限公司全体股东： 我们审核了后附的水发派思燃气股份有限公司（以下简称水发燃气公司） 截至 2024 年 12 月 31 日的前次募集资金使用情况报告和前次募集资金使用情 况对照表。按照中国证券监督管理委员会《监管规则适用指引——发行类第 董事会的责任，我们的责任是在实施审核的基础上对水发燃气公司董事会编 制的上述前次募集资金使用情况报告及对照表发表鉴证意见。 我们按照《中国注册会计师其他鉴证业务准则第 3101 号——历史财务 信息审计或审阅以外的鉴证业务》的规定计划和实施审核工作，以合理确 ...