关于《北京正和恒基滨水生态环境治理股份有限公司 股票交易异常波动的问询函》的回函 北京正和恒基滨水生态环境治理股份有限公司: 关于《北京正和恒基滨水生态环境治理股份有限公司股票交易 异常波动的问询函》 本公司已经到,经认真自查核实,现回函如下: 关于《北京正和恒基滨水生态环境治理股份有限公司 股票交易异常波动的问询函》的回函 北京正和恒基滨水生态环境治理股份有限公司: 关于《北京正和恒基滨水生态环境治理股份有限公司股票交易异 常波动的问询函》本人已收悉,经认真自查核实,现回函如下: 一、截至目前,作为北京正和恒基滨水生态环境治理股份有限公 司(以下简称"公司")的实际控制人,本人不存在涉及公司的应披 露而未披露的重大信息,包括但不限于重大资产重组、股份发行、上 市公司收购、债务重组、业务重组、资产剥离、资产注入、股份回购、 股权激励、破产重整、重大业务合作、引进战略投资者等重大事项。 一、截止目前,作为北京正和恒基滨水生态环境治理股份有限公 司(以下简称"公司")的控股股东,不存在涉及正和生态应披露而 未披露的重大信息,包括但不限于重大资产重组、股份发行、上市公 司收购、债务重组、业务重组、资产剥离、资产注入 ...

北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会的 法律意见 北京德恒律师事务所 关于北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会的法律意见 北京德恒律师事务所 关于北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会的 法律意见 德恒 01G20230035-03 号 致：北京正和恒基滨水生态环境治理股份有限公司 （ 四 ） 公 司 于 2023 年 8 月 3 日 在 上 海 证 券 交 易 所 网 站 （http://www.sse.com.cn/）、巨潮资讯网（http://www.cninfo.com.cn）公布的《北 京正和恒基滨水生态环境治理股份有限公司关于召开 2023 年第二次临时股东大 会的通知》（以下简称"《股东大会通知》"）； 1 北京德恒律师事务所 关于北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会的法律意见 （五）公司本次会 ...

证券代码：605069 证券简称：正和生态 公告编号：2023-034 北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会决议的公告 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： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一) 股东大会召开的时间：2023 年 8 月 18 日 (五) 公司董事、监事和董事会秘书的出席情况 1、公司在任董事 6 人，出席 5 人，其中独立董事李玉琴因个人工作原因未 出席本次会议； 2、公司在任监事 3 人，出席 3 人； 3、董事会秘书出席了本次会议；其他部分高级管理人员列席了本次会议。 二、议案审议情况 (二) 股东大会召开的地点：北京市海淀区中关村东路一号院清华科技园科 技大厦 B 座 21 层大会议室 (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 | 10 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 130,222,920 | | ...

北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会会议资料 二零二三年八月 北京正和恒基滨水生态环境治理股份有限公司 2023 年第二次临时股东大会议程 会 议 议 程： （一）会议主持人介绍到会董事、监事、董事会秘书及列席会议的其他高 级管理人员、见证律师以及其他人员； （二）会议主持人报告现场出席的股东及股东代理人人数及其代表的有表 决权股份数量； （八）休会、统计表决结果； （九）宣布表决结果； 组织形式：特殊普通合伙 会 议 方 式：现场会议和网络投票相结合 现场会议时间：2023 年 8 月 18 日下午 14：00 现场会议地点：北京市海淀区中关村东路 1 号院清华科技园科技大厦 B 座 21 层会议室 参 会 人 员：公司股东及股东代表，公司董事、监事、高级管理人员及 公司聘请的见证律师 （三）会议主持人宣布会议开始； （四）推选本次会议计票人、监票人； （五）与会股东审议以下议案： 1．宣读《关于更换会计师事务所的议案》； （六）股东发言及公司董事、监事、高级管理人员回答股东提问； （七）现场投票表决； （十）见证律师宣读法律意见书； （十一）签署股东大会会议决议及会议记 ...

证券代码：605069 证券简称：正和生态 公告编号：2023-019 北京正和恒基滨水生态环境治理股份有限公司 关于召开 2022 年度业绩说明会的公告 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： 会议召开时间：2023 年 06 月 30 日(星期五) 上午 10:00-11:00 会 议 召 开 地 点 ： 上海证券 交 易 所 上 证 路 演 中 心 （ 网 址 ： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 06 月 21 日(星期三) 至 06 月 29 日(星期四)16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 IR@zeho.com.cn 进行提问。公司将在说明会上对投资者普遍关注的问题进行回 答。 北京正和恒基滨水生态环境治理股份有限公司（以下简称"公司"）已于 2023 年 4 月 27 日发布公司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022年度经营成果、财 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥88,854,219.72, representing a year-on-year increase of 1.29%[3] - The net profit attributable to shareholders was a loss of ¥20,121,934.81, with a net profit excluding non-recurring items of ¥20,522,286.69, both figures not applicable for year-on-year comparison[3] - The company reported a net profit margin of approximately -44.66% for Q1 2023, as total costs exceeded total revenue[17] - In Q1 2023, the company reported a net loss of CNY 24,450,269.17, compared to a net loss of CNY 26,335,498.52 in Q1 2022, showing an improvement of approximately 7%[19] - The company’s total comprehensive loss for Q1 2023 was CNY 24,450,269.17, compared to CNY 26,335,498.52 in Q1 2022, reflecting a reduction of about 7%[19] Cash Flow and Liquidity - The net cash flow from operating activities increased by 106.96% to ¥5,854,300.95 compared to the same period last year[8] - The company achieved a net cash flow from operating activities of CNY 5,854,300.95 in Q1 2023, a turnaround from a negative cash flow of CNY 84,144,703.75 in Q1 2022[24] - Cash received from sales of goods and services increased by 16.96%, reflecting enhanced collection efforts on receivables[7] - Cash and cash equivalents as of March 31, 2023, amounted to RMB 153,000,505.94, down from RMB 179,604,777.51 at the end of 2022, indicating a decrease of about 14.87%[13] Assets and Liabilities - Total assets at the end of the reporting period were ¥4,185,305,854.97, a decrease of 0.84% from the previous year-end[4] - Total assets as of March 31, 2023, were RMB 4,185,305,854.97, a slight decrease from RMB 4,220,848,638.33 at the end of 2022[15] - Total liabilities decreased to RMB 2,592,692,000.28 from RMB 2,603,784,514.47, showing a reduction of about 0.43%[15] - The company’s total liabilities decreased to CNY 137,575,190.57 at the end of Q1 2023, down from CNY 420,706,415.33 at the end of Q1 2022[24] - The company's total equity as of March 31, 2023, was RMB 1,592,613,854.69, down from RMB 1,617,064,123.86 at the end of 2022[15] Expenses - Research and development expenses increased by 61.00%, primarily due to higher investments in new ecological and marine restoration projects[7] - Research and development expenses increased to CNY 14,283,615.73 in Q1 2023, compared to CNY 8,871,621.92 in Q1 2022, marking a significant rise of approximately 61%[18] - The company experienced a 68.30% increase in financial expenses, mainly due to interest not recognized during the construction period of the Guizhou A project[7] - The company’s financial expenses rose to CNY 18,841,236.00 in Q1 2023, compared to CNY 11,194,909.69 in Q1 2022, an increase of approximately 68%[18] - The company reported a decrease in sales expenses to CNY 7,952,260.29 in Q1 2023 from CNY 13,368,959.06 in Q1 2022, a reduction of about 41%[18] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 14,176[9] - The basic and diluted earnings per share for Q1 2023 were both CNY -0.10, an improvement from CNY -0.15 in Q1 2022[19] Inventory and Sales - Inventory increased to RMB 3,986,735.13 from RMB 1,955,661.04, representing a significant rise of approximately 103.57%[13] - Total operating costs for Q1 2023 were RMB 126,449,554.89, slightly up from RMB 125,880,969.91 in Q1 2022[17] - Total operating revenue for Q1 2023 was CNY 162,324,309.12, up from CNY 132,001,620.71 in Q1 2022, representing a year-over-year increase of about 23%[22]

Financial Performance - The net profit attributable to shareholders of the company for 2022 was negative, leading to no cash dividends, bonus shares, or capital reserve transfers to share capital [6]. - The company received a qualified audit opinion from Lixin Certified Public Accountants for its 2022 financial statements [5]. - The company's operating revenue for 2022 was approximately ¥349.51 million, a decrease of 69.19% compared to ¥1,134.39 million in 2021 [24]. - The net profit attributable to shareholders was approximately -¥339.13 million in 2022, a decline of 414.85% from ¥107.71 million in 2021 [24]. - The basic earnings per share for 2022 was -¥1.60, down 362.30% from ¥0.58 in 2021 [25]. - The weighted average return on equity for 2022 was -20.32%, a decrease of 27.78 percentage points from 7.46% in 2021 [25]. - The total assets at the end of 2022 were approximately ¥4.22 billion, a decrease of 6.49% from ¥4.51 billion at the end of 2021 [24]. - The net assets attributable to shareholders decreased by 20.10% to approximately ¥1.48 billion at the end of 2022, down from ¥1.85 billion at the end of 2021 [24]. - The cash flow from operating activities for 2022 was -¥179.53 million, an improvement from -¥499.65 million in 2021 [24]. - The company reported a significant increase in credit impairment losses, which rose by 92.19% year-on-year [82]. Business Strategy and Operations - The company is shifting its focus from the North China region to the East and South China regions, particularly targeting first-tier cities and high-quality urban clusters [40]. - The company has expanded its business to include marine ecological restoration, in addition to its existing river and lake ecological restoration services, winning several key projects [39]. - The company is transitioning from a single engineering design and construction model to a full industry chain service model, including property management and park operation services [41]. - The company has signed strategic cooperation agreements with research institutions to enhance its product system and technology capabilities in ecological restoration and environmental protection [43]. - The company is implementing measures to ensure timely project delivery and improve accounts receivable recovery, including establishing special teams for effective payment collection [45]. - The company has developed six major product systems, including "Carbon Neutral Technology Demonstration Zone" and "Lake and River Ecosystem Construction," to improve profitability and manage risks [47]. - The company has expanded its business into three new areas: coastal nearshore governance, ecological stewardship, and the "Kingdom of Life" theme park [67]. - The company is focusing on marine ecological restoration under the NbS concept, integrating multiple disciplines to address coastal ecological issues [68]. - The company has established a comprehensive internal control system to ensure the accuracy and completeness of financial information, with no significant deficiencies found in internal control design or execution, except for credit risk management [131]. Market and Competitive Landscape - The company faced significant challenges in 2022 due to external economic pressures and a volatile policy environment affecting the industry [34]. - The ecological protection industry in China experienced a slowdown in overall revenue growth in 2022, with increased losses and accounts receivable issues, yet companies remain optimistic about future development [51]. - The company faces intensified market competition due to increased participation from large state-owned enterprises in the ecological protection and environmental governance sector, which may adversely affect its market share and operating performance [121]. - The company has maintained a stable governance structure with no significant changes in the board composition during the reporting period [138]. Research and Development - In 2023, the company plans to strengthen product research and development and continue technological innovation, adding 11 new research projects to enhance its competitive edge [44]. - The total R&D expenditure for the period was CNY 38,508,544.98, accounting for 11.02% of the operating revenue [98]. - The company has obtained 15 invention patents, 63 utility model patents, and 47 software copyrights, showcasing its technological advancements in ecological protection and environmental governance [78]. Corporate Governance - The company has a complete and effective corporate governance structure, with separate operational and office facilities from its controlling shareholders [135]. - The company has established a remuneration policy linking salaries to positions and performance, with quarterly and annual assessments [162]. - The company has actively engaged with investors through multiple earnings calls to discuss financial performance, operational status, and governance issues [129]. - The company has not faced any penalties from securities regulatory authorities in the past three years [152]. Environmental and Social Responsibility - The company invested 12.3663 million yuan in environmental protection and governance projects during the reporting period [176]. - The company successfully restored 29.8 kilometers of coastline and 6.2 square kilometers of marine area as part of the "Blue Bay" ecological restoration demonstration zone [179]. - The ecological restoration efforts have improved the quality of life for approximately 770,000 residents and created around 6,000 job opportunities in the region [187]. - The company launched the "Life Kingdom" nature park product at the COP15 conference, emphasizing its commitment to biodiversity protection [193]. Future Outlook - The company provided guidance for 2023, expecting revenue to grow by 10% to $1.65 billion [142]. - Future guidance indicates a positive outlook for revenue growth, driven by new product launches and market expansion strategies [140]. - The company plans to enhance its profitability by improving project management and accelerating the collection of accounts receivable, targeting a reduction in bad debt losses [118].

1、公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准 确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 2、公司负责人、主管会计工作负责人及会计机构负责人（会计主管人员）保证季度 报告中财务信息的真实、准确、完整。 3、第三季度财务报表是否经审计 2022 年第三季度报告 证券代码：605069 证券简称：正和生态 北京正和恒基滨水生态环境治理股份有限公司 2022 年第三季度报告 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： □是 √否 一、主要财务数据 （一）主要会计数据和财务指标 1 / 14 单位：元 币种：人民币 项目 本报告期 本报告期比 上年同期增 减变动幅度 (%) 年初至报告期末 年初至报告 期末比上年 同期增减变 动幅度(%) 营业收入 110,599,558.18 -69.62 333,972,575.12 -60.50 归属于上市公司股 东的净利润 7,746,441.29 -82.44 -35,634,507.91 -138.42 归 ...

Financial Performance - The company's operating revenue for the first half of 2022 was ¥223,373,016.94, a decrease of 53.61% compared to ¥481,535,969.64 in the same period last year[19]. - The net profit attributable to shareholders of the listed company was -¥43,380,949.20, representing a decline of 189.23% from ¥48,617,950.22 in the previous year[19]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥44,208,952.76, down 195.54% from ¥46,271,432.92 in the same period last year[19]. - The net cash flow from operating activities was -¥120,360,817.31, an improvement from -¥298,753,850.19 in the previous year[19]. - The net assets attributable to shareholders at the end of the reporting period were ¥1,773,462,579.35, a decrease of 4.11% from ¥1,849,412,417.35 at the end of the previous year[19]. - Total assets increased by 2.72% to ¥4,636,497,026.01 from ¥4,513,770,851.91 at the end of the previous year[19]. - Basic earnings per share decreased to -0.20 CNY, a decline of 164.52% compared to the same period last year[20]. - Diluted earnings per share also fell to -0.20 CNY, reflecting the same percentage decrease of 164.52%[20]. - The weighted average return on net assets dropped to -2.37%, a decrease of 6.30 percentage points year-on-year[20]. - Operating cash flow improved, with a net outflow reduction compared to the previous year due to the absence of large expenditures related to project rights transfer[20]. Market and Industry Context - The company’s main business focuses on ecological protection, restoration, and water environment governance, which aligns with national policies supporting green industries[25][26]. - In the first half of 2022, domestic infrastructure investment growth was 7.1%, with water management investment increasing by 12.7%[28]. - The company faces both opportunities and challenges due to intensified market competition and changing demand in the ecological protection industry[28]. - The company anticipates continued support from government policies aimed at stabilizing the economy and promoting infrastructure projects[28]. - The company is actively responding to national macro policies and market opportunities to enhance its professional technology and product system[36]. Strategic Initiatives - The company plans to enhance its ecological assessment and carbon neutrality monitoring systems in the carbon neutrality technology demonstration zone[32]. - The "Ecological Steward" service platform aims to provide comprehensive services including environmental monitoring and ecological value assessment[32]. - The company is focusing on expanding its market presence in core cities and resource transformation cities in regions such as the Yangtze River Economic Belt and the Yellow River Basin[30]. - The company has signed a cooperation agreement with the Tangshan government to develop a low-carbon comprehensive transformation model[31]. - The company is focusing on national-level urban clusters to enhance project selection and reduce financial risks[66]. Research and Development - The company has 96 patents, including 13 invention patents and 55 utility model patents, showcasing its technological capabilities[41]. - The company is committed to integrating technology and ecological services, enhancing its competitive edge in the industry[40]. - Research and development expenses decreased by 14.33% to $17.08 million, while the proportion of R&D expenses relative to operating revenue increased[47][48]. Financial Management and Risks - The company is actively managing cash flow risks associated with large project scales and payment delays[67]. - The company is prioritizing projects with guaranteed funding sources to mitigate bad debt risks[65]. - The overall economic environment and government fiscal policies significantly influence the company's business expansion and revenue collection[60]. - The company has a high proportion of accounts receivable, which poses a risk of bad debts due to delayed payments from clients[65]. Shareholder and Corporate Governance - The company held two shareholder meetings during the reporting period, with all proposed resolutions passed without any rejections[73]. - The company has no significant litigation or arbitration matters during the reporting period[97]. - The company has not reported any major changes or updates regarding asset acquisitions or equity purchases[101]. - The company has not disclosed any new strategies or market expansions in the current report[101]. Future Outlook - The company provided a positive outlook for the second half of 2022, projecting a revenue growth of 10% to 15%[93]. - Future guidance suggests a cautious but optimistic outlook, with expectations for gradual recovery and growth in the upcoming periods[149]. Accounting and Financial Reporting - The company adheres to the accounting standards for enterprises, ensuring that its financial reports accurately reflect its financial position and operating results[167]. - The company’s financial reporting currency is RMB, ensuring consistency in financial data presentation[170]. - The company recognizes expected credit losses for financial assets measured at amortized cost and certain other financial instruments, based on the weighted average of credit losses adjusted for default risk[185].

Financial Performance - The company's operating revenue for Q1 2022 was ¥87,724,371.32, representing a year-on-year increase of 2.47%[5] - The net profit attributable to shareholders was a loss of ¥24,526,084.18, which is a deterioration of 12.85% compared to the same period last year[5] - The net profit for Q1 2022 was -26,335,498.52 RMB, compared to -28,524,248.43 RMB in Q1 2021, showing an improvement of approximately 7.5% year-over-year[19] - The total operating profit for Q1 2022 was -24,355,023.10 RMB, an improvement from -28,553,222.19 RMB in the same period last year[19] - The total comprehensive income for Q1 2022 was -26,335,498.52 RMB, compared to -28,524,248.43 RMB in Q1 2021, indicating a year-over-year improvement[20] - Basic and diluted earnings per share for Q1 2022 were both -0.15 RMB, compared to -0.23 RMB in Q1 2021, reflecting a 34.8% improvement[20] Cash Flow - The net cash flow from operating activities was a negative ¥84,144,703.75, with no applicable percentage change due to the nature of the data[5] - Cash flow from operating activities was -84,144,703.75 RMB, an improvement from -235,576,871.68 RMB in Q1 2021, indicating a significant reduction in cash outflow[22] - The company reported cash inflow from investment activities of 101,194,460.27 RMB, compared to no inflow in Q1 2021[22] - Cash flow from financing activities generated a net inflow of 190,916,197.49 RMB, compared to 231,953,074.86 RMB in the previous year, reflecting a decrease of approximately 17.7%[22] Assets and Liabilities - Total assets at the end of Q1 2022 amounted to ¥4,620,139,849.02, reflecting a 2.36% increase from the end of the previous year[6] - Total assets as of March 31, 2022, were RMB 4,620,139,849.02, compared to RMB 4,513,770,851.91 at the end of 2021, indicating a growth of 2.36%[16] - Total liabilities increased to RMB 2,658,672,370.98 from RMB 2,525,967,875.35, marking an increase of 5.25%[15] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 17,305[10] - The largest shareholder, Beijing Huiheng Investment Co., Ltd., holds 38.82% of the shares, totaling 63,212,000 shares[10] Operating Costs and Expenses - Total operating costs for Q1 2022 were RMB 125,880,969.91, a decrease of 8.25% from RMB 137,008,093.00 in Q1 2021[16] - Research and development expenses for Q1 2022 were RMB 8,871,621.92, down from RMB 9,833,581.22 in Q1 2021, a decrease of 9.79%[16] Other Financial Metrics - The weighted average return on net assets was -1.34%, indicating a decline in profitability[5] - The company reported non-recurring gains and losses totaling ¥242,486.28 after tax adjustments[8] - The equity attributable to shareholders decreased by 1.33% to ¥1,824,886,333.17 compared to the end of the previous year[6] - The company incurred credit impairment losses of 12,571,407.59 RMB in Q1 2022, compared to 22,523,299.32 RMB in Q1 2021, indicating a reduction in credit risk[19] - Cash and cash equivalents as of March 31, 2022, amounted to RMB 434,741,336.59, up from RMB 226,390,341.91 as of December 31, 2021, representing an increase of 92.06%[13] - Accounts receivable decreased to RMB 1,689,271,842.73 from RMB 1,790,441,169.49, a decline of 5.66%[14] - Short-term borrowings increased to RMB 291,131,649.70 from RMB 276,650,000.00, reflecting a rise of 5.23%[15] - The company reported a decrease in retained earnings to RMB 680,114,274.81 from RMB 704,640,358.99, a decline of 3.48%[15]