Core Viewpoint - The company, Garden Co. (园林股份), is currently facing financial difficulties, with its stock trading below the initial public offering (IPO) price and reporting losses for three consecutive years [1]. Financial Performance - In 2024, Garden Co. reported a revenue of 722 million yuan, representing a year-on-year increase of 14.91% [1]. - The net profit attributable to shareholders was a loss of 190 million yuan, compared to a loss of 157 million yuan in the previous year [1]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of 200 million yuan, compared to a loss of 159 million yuan in the previous year [1]. - The net cash flow from operating activities was 85.38 million yuan, an improvement from a negative cash flow of 105 million yuan in the previous year [1]. - In 2022, the company reported a revenue of 514 million yuan and a net loss attributable to shareholders of 262 million yuan [2]. IPO Details - Garden Co. was listed on the Shanghai Stock Exchange on March 1, 2021, with an issuance of 40.31 million shares at an IPO price of 16.38 yuan per share [1]. - The total amount raised from the IPO was 660 million yuan, with a net amount of 585 million yuan after deducting issuance costs [1]. - The total issuance costs amounted to 75.58 million yuan, including underwriting fees of 51.89 million yuan [1].

Core Viewpoint - The company, Guangzhou Pubang Garden Co., Ltd., has approved the use of up to RMB 800 million of its own funds to purchase financial products, aiming to enhance fund efficiency and overall performance while ensuring daily operational needs are met [1][7]. Group 1: Financial Product Purchase - The company and the financial product trustee have no related party relationship [2]. - The approved amount for purchasing financial products is RMB 800 million, which can be used flexibly within a 12-month period from the board's approval date [1][7]. - As of the announcement date, the company has a total of RMB 555.938 million in outstanding financial products [8]. Group 2: Risk Management - The company will implement strict risk control measures, ensuring that only high liquidity and low-risk financial products (not exceeding risk level R3) are purchased [5]. - Independent directors will oversee the use of funds, with the audit committee primarily responsible for verification [6]. Group 3: Impact on Company Operations - The investment in financial products will not affect the company's daily cash flow or the normal operation of its main business [7]. - Engaging in moderate-risk financial investments is expected to improve fund efficiency and generate investment returns, ultimately benefiting shareholders [7].

Core Viewpoint - The company, Jinpu Garden Co., Ltd., is adjusting its internal investment structure of raised funds and adding new investment projects to enhance the efficiency of fund utilization and meet actual project needs [2][5][12]. Fundraising Overview - The company raised a total of 520 million yuan through the issuance of convertible bonds, with a net amount of approximately 515 million yuan after deducting various fees [2][3]. - All raised funds are stored in a special account, managed under a tripartite supervision agreement with the underwriting institution and the commercial bank [3]. Fund Utilization Status - As of June 30, 2025, the company has used approximately 34.5 million yuan out of the 520 million yuan raised, with several projects experiencing delays and adjustments in funding needs [4][5]. - The company plans to adjust the funding for several projects due to uncertainties in project progress and changes in project scope [5][6]. Reasons and Rationality for Adjustment - The adjustments are made to improve fund utilization efficiency and reduce existing capital costs, considering the actual needs of ongoing projects [5][6]. - New projects have been added to the investment structure to meet the funding requirements of current projects, including the "Yuanjiang City Drainage and Flood Control Comprehensive Construction Project" and the "Yuanjiang Butterfly World Launch Area Project" [5][10]. Impact of Adjustments - The adjustments are expected to enhance operational performance and will not negatively impact the company's production or shareholder interests [12]. - The board of directors, supervisory board, and independent directors have all expressed support for the adjustments, confirming that they align with the company's development strategy and legal regulations [12][13]. Sponsor's Review Opinion - The sponsor, Changjiang Securities, has reviewed the adjustments and found them to be reasonable and compliant with relevant regulations, indicating no objections to the proposed changes [13][14].

Group 1 - The stock price of Garden Co. (605303) closed at 12.33 yuan on July 30, 2025, down by 2.07% with a turnover rate of 2.87% and a trading volume of 46,200 lots, amounting to 57.199 million yuan [1] - The latest financial report for the first quarter of 2025 shows total revenue of 167 million yuan, a year-on-year increase of 22.31%, and a net profit attributable to shareholders of 15.7216 million yuan, up by 11.80% [1] - The company has a current ratio of 1.700, a quick ratio of 1.676, and a debt-to-asset ratio of 53.66% [1] Group 2 - Garden Co. has made investments in 29 enterprises and participated in 1,661 bidding projects [2] - The company holds 63 trademark registrations and 140 patent registrations, along with 135 administrative licenses [2]

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]