宁波世茂能源股份有限公司 股东大会议案 一、召开时间：2025年9月15日（星期一）14:30 宁波世茂能源股份有限公司 2025 年第二次临时股东大会 会议材料 宁波世茂能源股份有限公司 股东大会议案 宁波世茂能源股份有限公司 2025 年第二次临时股东大会会议议程 二、现场会议召开地点：公司二楼会议室（地址：浙江省余姚市小曹娥镇滨海产 业园广兴路8号） 三、召开方式：现场结合网络 四、召集人：董事会 五、主持人：董事长李立峰先生 六、参会人员：股权登记日登记在册的股东或其授权代表、董事、监事、董事会 秘书、见证律师出席会议，部分高级管理人员列席会议。 七、会议议程： （一）参加现场会议的股东及股东代理人，公司董事、监事、高级管理人员、见 证律师等签到登记； （二）大会主持人介绍到会股东及来宾情况，宣布大会开始，会议登记终止； 2.00、审议《关于取消监事会暨修订<公司章程>及相关制度的议案》； 2.04 审议《关于修订<关联交易管理制度>的议案》； 2.06 审议《关于修订<募集资金管理制度>的议案》； 1 （三）董事会秘书宣布到会股东代表资格情况； （四）董事会秘书宣读《公司 2025 年第二次临时股东 ...

Group 1 - The company announced the approval of two proposals during the 26th meeting of its second board of directors, which include using part of the idle raised funds to temporarily supplement working capital and using part of the temporarily idle raised funds for cash management [2]

Group 1 - The core point of the article is that Hotway Co., Ltd. announced the approval of two proposals by its second supervisory board meeting, which involve using part of the idle raised funds to temporarily supplement working capital and for cash management [1] Group 2 - The first proposal approved is to use part of the idle raised funds to temporarily supplement working capital [1] - The second proposal involves using part of the temporarily idle raised funds for cash management purposes [1]

Core Viewpoint - Shimao Energy (605028) reported a decline in revenue and net profit for the first half of 2025, indicating financial challenges and increased expense ratios [1] Financial Performance Summary - Total revenue for the first half of 2025 was 157 million yuan, a decrease of 15.03% compared to 185 million yuan in 2024 [1] - Net profit attributable to shareholders was 63.17 million yuan, down 6.64% from 67.66 million yuan in the previous year [1] - The second quarter revenue was 79.79 million yuan, reflecting a year-on-year decline of 13.93% [1] - The second quarter net profit was 29.74 million yuan, a decrease of 10.0% [1] - The gross margin was 53.36%, down 10.43% year-on-year, while the net margin improved to 40.22%, an increase of 9.88% [1] - Total expenses (selling, administrative, and financial) amounted to 26.21 million yuan, representing 16.69% of total revenue, which is an increase of 48.76% year-on-year [1] Key Financial Ratios - The return on invested capital (ROIC) for the previous year was 12.55%, indicating strong capital returns [3] - The historical median ROIC since the company’s listing is 21.59%, suggesting good investment returns over time [3] - The net profit margin for the previous year was 47.81%, indicating high added value in products or services [3]

Group 1 - The company, Ningbo Shimao Energy Co., Ltd., is holding its second extraordinary general meeting of shareholders in 2025 on September 15, 2025, at 14:30 [1][2] - The meeting will take place at the company's office located at No. 8, Guangxing Road, Binhai Industrial Park, Xiaocaoga Town, Yuyao City, Zhejiang Province [1][2] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2][3] Group 2 - The agenda for the meeting includes non-cumulative voting proposals that have been approved by the company's board and supervisory board [2][3] - There are no related shareholders that need to abstain from voting on the proposals [2] - Shareholders must register to attend the meeting by September 12, 2025, and can do so in person or via written authorization [3][4] Group 3 - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same class of shares [3] - The company has outlined specific registration methods for both individual and corporate shareholders attending the meeting [4][5] - Any changes to the meeting's time or location will be communicated as per regulations [5]

Core Points - The company held its third supervisory board meeting on August 28, 2025, where all three supervisors attended, confirming the legality and validity of the meeting [1] - The supervisory board approved the 2025 semi-annual report and summary, affirming compliance with legal and regulatory requirements, and ensuring the accuracy and completeness of the disclosed information [1][2] - The board also approved the reappointment of Tianjian Accounting Firm for the 2025 financial audit, with an audit fee of 560,000 RMB, ensuring continuity and professional capability [2][6] - A proposal to abolish the supervisory board was approved, transferring its responsibilities to the audit committee of the board, in accordance with new regulations [6][7] - The board approved a profit distribution plan for the first half of 2025, emphasizing the company's commitment to reasonable returns for investors [7][8] - The company plans to utilize idle funds for cash management, investing in liquid and safe financial products to enhance fund efficiency and increase investment returns [8][10]

Company Overview - Shimao Energy's stock price increased by 43.71% year-to-date, but it has seen a decline of 21.56% in the last five trading days [2] - The company has been listed on the stock market since July 12, 2021, and is primarily engaged in combined heat and power generation [2] - As of June 30, Shimao Energy had 12,200 shareholders, a decrease of 6.55% from the previous period [2] Financial Performance - For the first half of 2025, Shimao Energy reported revenue of 157 million yuan, a year-on-year decrease of 15.03%, and a net profit attributable to shareholders of 63.17 million yuan, down 6.64% year-on-year [2] - The company has distributed a total of 432 million yuan in dividends since its A-share listing, with 304 million yuan distributed over the past three years [3] Market Activity - On August 29, Shimao Energy's stock rose by 2.07%, reaching 23.18 yuan per share, with a trading volume of 93.04 million yuan and a turnover rate of 2.55% [1] - The net outflow of main funds was 1.79 million yuan, with large orders accounting for 14.45% of total purchases and 16.37% of total sales [1]

Core Viewpoint - The company plans to distribute cash dividends to shareholders based on its half-year financial performance, while also making significant changes to its governance structure and business scope [1][2]. Group 1: Financial Performance - For the first half of 2025, the company achieved a net profit of 63,165,834.97 yuan, with a total distributable profit of 528,242,517.28 yuan as of June 30, 2025 [1]. - The proposed cash dividend distribution is 3.00 yuan (including tax) for every 10 shares, amounting to a total payout of 48,000,000.00 yuan (including tax), which represents 75.99% of the net profit attributable to shareholders [1]. Group 2: Corporate Governance Changes - The company has decided to cancel its supervisory board and transfer its responsibilities to the audit committee of the board of directors, in compliance with the new Company Law effective from July 1, 2024 [5]. - The company will revise its articles of association to reflect the cancellation of the supervisory board and to include provisions for independent directors and specialized committees within the board [6][7]. Group 3: Business Scope Expansion - The company intends to expand its business scope to include the sale of chemical products (excluding licensed chemical products) and fertilizers, necessitating amendments to its articles of association [4][6].

Group 1 - The company reported a revenue of 157 million yuan for the first half of 2025, representing a year-on-year decrease of 15.03% [1] - The net profit attributable to shareholders was 63.17 million yuan, down 6.64% compared to the previous year [1] - The basic earnings per share were 0.39 yuan [1] Group 2 - The company plans to distribute a cash dividend of 3 yuan (including tax) for every 10 shares to all shareholders [1]

Core Viewpoint - Ningbo Shimao Energy Co., Ltd. plans to use idle self-owned funds for cash management, with a maximum amount of RMB 300 million, pending approval at the upcoming shareholder meeting [1][2]. Group 1: Cash Management Proposal - The company will use up to RMB 300 million of temporarily idle self-owned funds for cash management, with a 12-month authorization period from the date of shareholder approval [1]. - The investment types will include highly liquid and safe financial products such as principal-protected wealth management products, structured deposits, and large certificates of deposit, with individual investment periods not exceeding 12 months [1]. Group 2: Risk Control Measures - The management will evaluate investment risks beforehand, selecting reputable and financially stable institutions for wealth management products [2]. - The management will monitor the purchased financial products' direction, progress, and net value changes, taking timely measures to mitigate risks if necessary [2]. - The audit committee of the board has the authority to supervise and may hire professional institutions for audits, with costs borne by the company [2]. - The audit department will conduct comprehensive checks on the purchased financial products, estimating potential risks and returns based on prudence [2]. - The use of idle funds for wealth management products will not involve related party transactions [2]. - The company will fulfill information disclosure obligations in accordance with the Shanghai Stock Exchange regulations [2].