国浩律师（杭州）事务所 关 于 杭州市园林绿化股份有限公司 2025 年第二次临时股东大会 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 国浩律师（杭州）事务所 园林股份 2025 年第二次临时股东大会法律意见书 国浩律师（杭州）事务所 关于 杭州市园林绿化股份有限公司 2025 年第二次临时股东大会 法律意见书 致：杭州市园林绿化股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受贵公司的委托，指派律师 出席贵公司于 2025 年 7 月 18 日在浙江省杭州市凯旋路 226 号办 ...

一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 7 月 18 日 证券代码：605303 证券简称：园林股份 公告编号：2025-041 杭州市园林绿化股份有限公司 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 (二)股东大会召开的地点：浙江省杭州市凯旋路 226 号办公楼八楼公司会议室 (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 | 68 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 98,834,783 | | 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（%） | 61.5786 | (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。 本次股东大会由公司董事会召集，董事长吴光洪先生主持，采用现场投票和 网络投票相结合的方式进行表决，会议的召开和表决方式符合《公司法》 ...

Group 1 - The company is holding a shareholders' meeting on July 18, 2025, at 14:30, in Hangzhou, Zhejiang Province [3][4] - The meeting will include a voting process supervised by two shareholder representatives, one supervisor representative, and two witnessing lawyers [4][5] - The agenda includes the election of a new non-independent director to replace Zhang Yanliang, who has resigned [5] Group 2 - Shareholders must present identification and relevant documents to register for the meeting, and those who do not register will not be allowed to participate [3][4] - The company emphasizes maintaining order during the meeting and has the right to refuse entry to unauthorized individuals [3][4] - The proposed candidate for the board is Ms. Zhang Xia, who has a background in management and has held various positions in other companies [5]

二零二五年七月十八日 目录 | 2025 | 年第二次临时股东大会会议须知 2 | | --- | --- | | 2025 | 年第二次临时股东大会会议议程 3 | | | 议案一：关于补选公司第五届董事会非独立董事的议案 4 | 杭州市园林绿化股份有限公司 杭州市园林绿化股份有限公司 2025 年第二次临时股东大会 会议材料 五、本次股东大会由两名股东代表、一名监事代表和两名见证律师参加计票、 监票，对投票和计票过程进行监督，由主持人公布表决结果。 六、出席会议的所有人员请将手机调至振动或关机，谢绝个人进行录音、 拍照及录像。 杭州市园林绿化股份有限公司 杭州市园林绿化股份有限公司 杭州市园林绿化股份有限公司 2025 年第二次临时股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 根据《公司法》、中国证监会《上市公司股东大会规则》和公司《股东大会议事 规则》等有关规定，特制定本会议须知： 一、公司负责本次股东大会的议程安排和会务工作，出席会议人员应当听从 公司工作人员安排，共同维护好会议秩序。 二、为保证股东大会的正常秩序，除出席会议的股东或者股东代理人、董事、 监事 ...

Core Viewpoint - Garden Co. (园林股份) is expected to report a significant net loss for the first half of 2025, with estimates ranging from -92 million to -68 million yuan, primarily due to reduced construction volume and slow payment collection [1] Financial Performance - The company reported a total profit of -66.56 million yuan for the same period last year, with a net profit of -60.42 million yuan [1] - The net profit excluding non-recurring gains and losses for the previous year was -68.72 million yuan [1] - In 2024, the company achieved an operating income of 722 million yuan, a year-on-year increase of 14.91%, but still reported a net loss of -190 million yuan [3] - The net profit excluding non-recurring gains and losses for 2024 was -200 million yuan, compared to -159 million yuan the previous year [3] - In 2022, the company had an operating income of 514 million yuan and a net profit of -262 million yuan [3] Company Background - Garden Co. was listed on the Shanghai Stock Exchange on March 1, 2021, with an initial issuance of 40.31 million shares at a price of 16.38 yuan per share [2] - The total funds raised from the IPO amounted to 660 million yuan, with a net amount of 585 million yuan after deducting issuance costs [2] - The company has been operating at a loss for three consecutive years [3]

Group 1 - The company expects a net profit attributable to the parent company for the first half of 2025 to be between -92 million yuan and -68 million yuan [1] - The expected net profit attributable to the parent company, excluding non-recurring gains and losses, is projected to be between -95 million yuan and -70 million yuan [1] - The profit for the same period last year was -66.56 million yuan, with a net profit attributable to the parent company of -60.42 million yuan [1][2] Group 2 - The main reasons for the expected loss in the first half of 2025 include a decrease in engineering construction volume and slow progress in project payments, leading to impairment losses on receivables [2] - The earnings per share for the current period is projected to be -0.37 yuan per share [2] - The performance forecast is based on preliminary calculations by the company's finance department and has not been audited by a registered accountant [2]

Group 1 - Aishuo Co., Ltd. expects a net loss of 170 million to 280 million yuan for the first half of 2025, with a net loss of 410 million to 520 million yuan after excluding non-recurring gains and losses [1] - Changcheng Military Industry anticipates a net loss of 25 million to 29.5 million yuan for the first half of 2025, with a net loss of 35 million to 41 million yuan after excluding non-recurring gains and losses [1] - Changyuan Donggu expects a net profit of 155 million to 180 million yuan for the first half of 2025, representing a year-on-year increase of 62.65% to 88.88% [1] Group 2 - Beifang Navigation forecasts a net profit of 105 million to 120 million yuan for the first half of 2025, turning around from a loss of 74.2168 million yuan in the same period last year [3] - Xizi Clean Energy expects a net profit of 130 million to 180 million yuan for the first half of 2025, a decrease of 47.40% to 62.01% compared to the same period last year [4] - Tianbao Infrastructure anticipates a net profit of 90 million to 130 million yuan for the first half of 2025, representing a year-on-year increase of 1581.80% to 2329.27% [4] Group 3 - Taiping Bird expects a net profit of approximately 77.7 million yuan for the first half of 2025, a decrease of about 55% compared to the same period last year [6] - Xibu Chuangye forecasts a net profit of approximately 295 million yuan for the first half of 2025, an increase of 88.99% compared to the same period last year [8] - Zhengbang Technology expects a net profit of 190 million to 210 million yuan for the first half of 2025, a year-on-year increase of 249.03% to 264.72% [9] Group 4 - Songzhi Co., Ltd. anticipates a net profit of 140 million to 170 million yuan for the first half of 2025, representing a year-on-year increase of 53.58% to 86.49% [10] - Hailide expects a net profit of 280 million to 310 million yuan for the first half of 2025, a year-on-year increase of 47.65% to 63.47% [12] - Chenhua Co., Ltd. forecasts a net profit of 48.8176 million to 56.6284 million yuan for the first half of 2025, a year-on-year increase of 25% to 45% [13] Group 5 - Yuanlin Co., Ltd. expects a net loss of 68 million to 92 million yuan for the first half of 2025, with a net loss of 70 million to 95 million yuan after excluding non-recurring gains and losses [14] - Chuanhua Zhili anticipates a net profit of 500 million to 550 million yuan for the first half of 2025, representing a year-on-year increase of 72.78% to 90.06% [15] - Longyuan Technology expects a net profit of 26 million to 31 million yuan for the first half of 2025, a year-on-year increase of 116.61% to 158.26% [17] Group 6 - Jiangshan Co., Ltd. forecasts a net profit of 300 million to 360 million yuan for the first half of 2025, a year-on-year increase of 75.65% to 110.78% [32] - Ganli Pharmaceutical expects a net profit of 600 million to 640 million yuan for the first half of 2025, a year-on-year increase of 100.73% to 114.12% [33] - Zhongyan Chemical's subsidiary signed a 6.809 billion yuan mining rights transfer contract [35]

[Key Performance Indicators of Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company projects a significant year-on-year increase in net loss for the first half of 2025, both before and after non-recurring items Comparison of 2025 Semi-Annual Performance Forecast with Prior Year | Indicator | 2025 Semi-Annual (Estimated) | 2024 Semi-Annual (Actual) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders (million RMB) | -92 to -68 | -60.42 | Loss Widened | | Net Profit Attributable to Parent Company Shareholders After Non-Recurring Items (million RMB) | -95 to -70 | -68.72 | Loss Widened | | Earnings Per Share (RMB/share) | Not Disclosed | -0.37 | - | - The performance forecast data represents preliminary estimates by the company's finance department and has not been audited by a certified public accountant[4](index=4&type=chunk) [Analysis of Reasons for Estimated Loss](index=1&type=section&id=III.%20Primary%20Reasons%20for%20Current%20Period%20Estimated%20Loss) The estimated loss is primarily due to insufficient engineering construction volume leading to lower-than-expected revenue and slow project collections necessitating impairment losses on accounts receivable - The company's engineering construction volume in the first half of 2025 was low, resulting in lower-than-expected operating revenue[7](index=7&type=chunk) - Slow progress in project collections led the company to accrue impairment losses on accounts receivable in accordance with enterprise accounting standards, negatively impacting profit[7](index=7&type=chunk) [Risk Warning and Other Disclosures](index=2&type=section&id=IV.%20Risk%20Warning) The company emphasizes that this preliminary, unaudited performance forecast carries inherent uncertainty, with final accurate financial data subject to the officially disclosed 2025 semi-annual report, advising investors to consider associated risks - This performance forecast is a preliminary calculation by the company's finance department, unaudited by a certified public accountant, and its accuracy is uncertain[8](index=8&type=chunk) - The final accurate financial data will be based on the company's officially disclosed 2025 semi-annual report, and investors are reminded to be aware of investment risks[9](index=9&type=chunk)

Core Viewpoint - The company expects a significant net loss for the first half of 2025, primarily due to lower construction volume and slow revenue collection [1] Financial Performance - The projected net profit attributable to the parent company is estimated to be between -92 million and -68 million [1] - The net profit attributable to the parent company after deducting non-recurring gains and losses is expected to be between -95 million and -70 million [1] Operational Challenges - The main reasons for the anticipated losses include insufficient engineering construction volume, unmet revenue targets, and slow progress in project payments [1]

Group 1 - The company, Jinpu Garden Co., Ltd., has issued convertible bonds to unspecified investors, with a total of 5.2 million bonds at a face value of 100 yuan each, raising a total of 520 million yuan [2][3] - After deducting underwriting fees and other expenses, the net proceeds from the bond issuance amount to approximately 512.84 million yuan [2][3] - The bonds have a credit rating of A+, and the company plans to redeem the bonds at 115% of the face value after the maturity period [3][4] Group 2 - The company will distribute cash dividends of 0.5 yuan per share to shareholders, based on a total share capital of 183,931,394 shares as of March 31, 2025 [6][7] - The dividend distribution aligns with the company's profit distribution conditions and is expected to support long-term development without adversely affecting financial stability [7][8] - The bondholders will have the right to sell their bonds back to the company under certain conditions, including significant changes in the use of raised funds [5][6]