大千生态环境集团股份有限公司 2025 年第二次临时股东大会 2025年第二次临时股东大会会议材料 （股票代码：603955） 二〇二五年八月五日 2025年第二次临时股东大会会议材料 目 录 | 年第二次临时股东大会会议须知 3 2025 | | | | | --- | --- | --- | --- | | 2025 年第二次临时股东大会会议议程 5 | | | | | 议案一：关于公司符合向特定对象发行 股股票条件的议案 | A | | 8 | | 议案二：关于公司 2025 股股票方案的议案 9 | 年度向特定对象发行 | A | | | 议案三：关于公司 2025 股股票方案的论证分析报告的议 | 年度向特定对象发行 | A | | | 案 | | | 12 | | 议案四：关于公司 2025 股股票预案的议案 13 | 年度向特定对象发行 | A | | | 议案五：关于公司 股股票募集资金使用可行性分析 2025 | 年度向特定对象发行 | A | | | 报告的议案 | | | 14 | | 议案六：关于公司与特定对象签署附条件生效的股份认购协议暨关联交易的议案 | | | | | | | | ...

Group 1: Company Performance Forecasts - Zhongshe Co., Ltd. expects a net loss of 6 to 8 million yuan for the first half of 2025, compared to a profit of 18.83 million yuan in the same period last year [1] - Jiangfeng Electronics anticipates a net profit of 247 to 267 million yuan for the first half of 2025, representing a growth of 53.29% to 65.70% year-on-year [1] - Naipu Mining forecasts a net profit of 15 to 22.5 million yuan for the first half of 2025, a decline of 73.32% to 82.21% compared to the previous year [7] - Runjian Co., Ltd. expects a net profit of 35 to 52.5 million yuan for the first half of 2025, a decrease of 78% to 85% year-on-year [13] - Kanglong Chemical predicts a net profit of 679 to 713 million yuan for the first half of 2025, down 36% to 39% from the previous year [14] Group 2: Shareholder Actions - Tianyuan Co., Ltd. plans to reduce its shareholding by up to 0.76% through a concentrated bidding process [2] - Sanwei Tiandi intends to reduce its shareholding by up to 4.07% through concentrated bidding or block trading [3] - Zhongfu Shenying plans to reduce its shareholding by up to 1% due to personal funding needs [4] - Hengfeng Information intends to reduce its shareholding by up to 3% through concentrated bidding or block trading [6] - *ST Yanzhen's stock will be suspended for inspection due to abnormal trading fluctuations [9] Group 3: Corporate Transactions - *ST Weir plans to acquire 51% of Shanghai Zijiang New Materials Technology Co., Ltd. for 546 million yuan [10] - Greenland plans to introduce overseas strategic investors for its subsidiary QINGMEI to enhance global competitiveness [12] - Taihe Co., Ltd. intends to acquire the remaining 51% stake in Guangdong Haode Crop Technology Co., Ltd. for 22.083 million yuan [13] - Weichai Heavy Machinery is planning to acquire 100% of Changzhou Fiberglass Shipyard Co., Ltd. [15] - Guolian Aquatic plans to introduce a new shareholder through capital increase for its subsidiary [16]

Core Viewpoint - The company has approved a plan to issue A-shares to a specific investor, Suzhou Bubugao Investment Development Co., Ltd, to raise funds for working capital [1][2][3] Meeting Details - The fifth supervisory board meeting was held on July 10, 2025, with 4 out of 5 supervisors present, and the resolutions made were deemed legal and effective [1] - The resolutions will be submitted to the shareholders' meeting for approval [2] Issuance Plan - The type of shares to be issued is ordinary shares (A-shares) with a par value of RMB 1.00 per share [2] - The issuance will be conducted through a specific object issuance method, pending approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2] - The total number of shares to be issued will not exceed 33,385,703 shares, representing 30% of the company's total share capital before the issuance [3] - The pricing benchmark date is set for the date of the board meeting's resolution announcement, with an issue price of RMB 25.46 per share, not lower than 80% of the average trading price over the previous 20 trading days [4] Subscription and Lock-up Period - The shares will be fully subscribed by Suzhou Bubugao Investment Development Co., Ltd in cash [2] - The lock-up period for the subscribed shares is 36 months from the date of issuance [6] Fundraising Amount and Use - The total amount to be raised is not more than RMB 850 million, which will be used entirely to supplement working capital after deducting issuance costs [8] Profit Sharing and Decision Validity - The undistributed profits before the issuance will be shared by new and old shareholders based on their shareholding ratios after the issuance [8] - The validity period for the resolution is 12 months from the date of approval by the shareholders' meeting [6] Related Transactions - The issuance constitutes a related party transaction as the controlling shareholder, Bubugao Investment, is the subscriber [8] - The company will apply for the shares to be listed on the Shanghai Stock Exchange [7] Regulatory Compliance - The company has prepared various reports and documents in compliance with relevant laws and regulations, including a feasibility analysis report and a special report on the use of previous fundraising [12][14]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on August 5, 2025, at 14:30 [1] - The meeting will take place at 45th Floor, Building E-06, Suning Ruicheng Huigu, 270 Jiqingmen Street, Gulou District, Nanjing [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Online voting will be available from 9:15 to 15:00 on the day of the meeting, with specific trading hours for the voting platform [2] - Shareholders can vote through designated trading terminals or the internet voting platform [3] - Shareholders with multiple accounts can aggregate their voting rights across all accounts [4] Agenda Items - The meeting will discuss several proposals related to the issuance of A-shares to specific targets for the year 2025, including feasibility analyses and related transactions [2][3] - Proposals include the authorization for the board to handle matters related to the issuance of A-shares and the formulation of a shareholder return plan for 2025-2027 [3][6] Attendance and Registration - Shareholders registered by the close of trading on July 29, 2025, are eligible to attend the meeting [4] - Registration procedures for both corporate and individual shareholders are outlined, requiring identification and proof of shareholding [4][5] Contact Information - The company’s board office contact for meeting inquiries is Jiang Kun, with provided phone and fax numbers [5]

Group 1 - The company plans to raise a maximum of 850 million yuan through a private placement of A-shares, with the net proceeds intended solely for supplementing working capital [1][2] - The necessity of the fundraising is driven by the increasing competition in the ecological landscaping industry, which requires significant capital for various project phases, including bidding, design, procurement, construction, and maintenance [1][2] - The ability to secure projects is increasingly dependent on the financial strength and capital capabilities of landscaping companies, making funding capacity a critical factor for competitiveness [1][2] Group 2 - The fundraising will enhance the company's capital strength, allowing for business expansion and improved operational efficiency, thereby strengthening its core competitiveness [2][3] - The issuance will stabilize the control of the major shareholder, further demonstrating confidence in the company's future and positively influencing market perception [2][3] - The company has established a robust governance structure and a clear management framework for the use of raised funds, ensuring compliance and risk management [3][4] Group 3 - The fundraising is expected to improve the company's financial condition by increasing total assets and net assets, reducing potential debt financing costs, and optimizing the financial structure [4][5] - The board concludes that the fundraising plan is reasonable and feasible, aligning with legal regulations and the company's long-term development strategy [5]

Core Viewpoint - The announcement details the impact of the 2025 A-share issuance on the company's immediate returns and outlines measures to mitigate the dilution effect on shareholders [1][5]. Group 1: Impact of Issuance on Immediate Returns - The company analyzed the impact of the stock issuance on key financial metrics, specifically focusing on the dilution of immediate returns for shareholders [1][5]. - The estimated net profit for the company in 2025 is projected to be CNY 245.85 million, with a non-recurring profit of CNY 218.84 million, based on assumptions of profit growth [2][3]. - Three scenarios were considered for the projected net profit: 80%, 100%, and 120% of the previous year's profit, affecting earnings per share (EPS) calculations [2][3]. Group 2: Financial Projections - Under the first scenario (80% of last year's profit), the diluted EPS is expected to decrease from CNY 0.07 to CNY 0.05 post-issuance [3][4]. - In the second scenario (100% of last year's profit), the diluted EPS is projected to drop from CNY 0.07 to CNY 0.06 [4]. - The third scenario (120% of last year's profit) anticipates an increase in net profit to CNY 11.80 million, with diluted EPS remaining at CNY 0.07 [4]. Group 3: Measures to Mitigate Dilution - The company plans to enhance corporate governance to ensure sustainable development and protect shareholder rights [6][7]. - A dedicated fund management approach will be implemented to ensure that the raised capital is used effectively and in accordance with regulatory requirements [8]. - The company has committed to a profit distribution policy that aims to enhance shareholder returns, particularly for minority shareholders [8][9]. Group 4: Commitments from Management - The board of directors and senior management have made commitments to ensure the effectiveness of the measures to mitigate the dilution of immediate returns [10][11]. - The controlling shareholder has also pledged to support the measures aimed at protecting shareholder interests [11].

Core Viewpoint - The company, Daqian Ecological Environment Group Co., Ltd., has signed a conditional share subscription agreement with a related party, Suzhou Bubugao Investment Development Co., Ltd., to issue A-shares, aiming to raise up to RMB 850 million to enhance its liquidity and financial stability [1][2][16]. Group 1: Overview of Related Transactions - The company plans to issue no more than 33,385,703 shares, representing up to 30% of the pre-issue total share capital, with a total fundraising amount not exceeding RMB 850 million [2][16]. - The subscription agreement was signed on July 15, 2025, and the issuance is subject to approval from the shareholders' meeting and regulatory authorities [2][18]. Group 2: Information on the Related Party - Suzhou Bubugao Investment Development Co., Ltd. is the controlling shareholder of the company, with a registered capital of RMB 916 million and primarily engaged in real estate investment and management [2][3]. - The financial data for Bubugao Investment shows total assets of RMB 470.72 million and total liabilities of RMB 216.96 million as of December 31, 2024, resulting in an asset-liability ratio of 46.09% [4]. Group 3: Financial Impact and Purpose of the Transaction - The funds raised will be used to supplement the company's working capital, improving its financial condition and supporting business expansion [16][17]. - The transaction is expected to enhance the company's capital structure and risk resistance, allowing it to seize market opportunities in the growing ecological landscape construction industry [16][17]. Group 4: Approval and Compliance Procedures - The transaction requires approval from the shareholders' meeting, exemption from a mandatory tender offer for the related party, and registration approval from the China Securities Regulatory Commission [18]. - The independent directors and supervisory board have reviewed and approved the transaction, confirming compliance with relevant laws and regulations [18].

Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027 to enhance the transparency and planning of profit distribution, ensuring reasonable returns for investors while considering long-term sustainable development [1][2]. Factors Considered in the Plan - The plan takes into account the company's actual situation, development strategy, industry trends, and various external factors to create a systematic profit distribution policy that ensures continuity and stability [1]. Basic Principles of the Plan - The profit distribution policy emphasizes reasonable returns for investors, maintaining continuity and stability while balancing the long-term interests of the company and all shareholders [2]. Specific Shareholder Return Plan for the Next Three Years - The profit distribution policy will not exceed the cumulative distributable profits and must not harm the company's ongoing operational capabilities [2]. - The company can distribute dividends in cash, stock, or a combination of both, with cash dividends prioritized [2]. - Cash dividends will be implemented if the company meets specific conditions, including positive after-tax profits and sufficient cash flow for normal operations [3]. Cash Dividend Proportion and Intervals - The company plans to distribute cash dividends at least once a year, with a minimum of 15% of the annual distributable profits allocated for cash dividends [3]. - Over the last three years, the total cash distributed should not be less than 30% of the average annual distributable profits [3]. Conditions for Issuing Stock Dividends - The company may issue stock dividends while ensuring a reasonable capital structure, subject to board approval and shareholder meeting consent [4]. Decision Mechanism and Procedures for Profit Distribution - The board will propose profit distribution plans based on various factors, including profitability and cash flow, and must receive majority approval from the board and supervisory board before being submitted to the shareholders' meeting [4][5]. Adjustment Mechanism for Profit Distribution Policy - The company will review and potentially adjust the profit distribution policy every three years, considering previous execution results and feedback from shareholders, especially minority shareholders [5]. Effectiveness of the Shareholder Return Plan - The plan will take effect upon approval by the shareholders' meeting and will be interpreted by the company's board, adhering to relevant laws and regulations [6].

Core Viewpoint - The company is seeking shareholder approval to exempt a specific investor, Suzhou Bubugao Investment Development Co., Ltd., from the obligation to make a tender offer following a planned issuance of A-shares, which would increase the investor's stake above 30% [1][2]. Group 1 - The company held its 17th meeting of the 5th Board of Directors and the 14th meeting of the 5th Supervisory Board on July 15, 2025, where it approved the proposal to seek shareholder approval for the exemption [1]. - Suzhou Bubugao Investment currently holds an 18.09% stake in the company, and upon completion of the share issuance, its stake will exceed 30% [1]. - The exemption is based on the provisions of the "Measures for the Administration of Acquisitions of Listed Companies," which allows for such exemptions if approved by non-related shareholders at a general meeting [2]. Group 2 - Bubugao Investment has committed not to transfer the newly acquired shares for a period of 36 months following the issuance, with certain exceptions for transfers between entities under the same actual controller [2]. - The proposal requires approval from the company's general meeting of shareholders, and related shareholders will abstain from voting on the matter [2].

Core Viewpoint - The announcement details the regulatory measures and warnings received by the company over the past five years, emphasizing the importance of compliance with disclosure regulations and the company's commitment to improving its governance and operational standards [1][2][3]. Summary of Regulatory Measures - In December 2022, the company received an oral warning for failing to timely disclose overdue financial assistance provided to an associated company, which violated the Shanghai Stock Exchange listing rules [1][2]. - In March 2024, the company was warned for not adhering to the required board review and disclosure procedures regarding delays in several fundraising projects, impacting investor expectations [2][3]. - In September 2024, another oral warning was issued due to untimely disclosure of information related to a planned change in control, again violating the relevant listing rules [3]. Summary of Penalties - Over the past five years, the company has not faced any penalties from regulatory authorities or the stock exchange [5].