为出具本法律意见书，本所律师出席了本次股东大会，并核查和验证了公司 提供的与本次股东大会有关的文件、资料，同时听取了公司就有关事实的陈述和 说明。 本所出具本法律意见书是基于公司向本所保证；公司已向本所提供了为出具 本法律意见书所必需的资料和信息，一切足以影响本法律意见书的事实和资料均 已向本所披露；公司向本所提供的所有资料和信息均真实、准确、完整，不存在 任何虚假记载、误导性陈述或重大遗漏，所有资料上的签字和/或印章均是真实、 有效的，有关副本或复印件与正本或原件一致。 本法律意见书仅用于本次股东大会见证之目的，本所同意公司按照有关规定 将本法律意见书与本次股东大会其他文件一并公告。未经本所书面同意，本法律 意见书不得用于其他任何目的或用途。 湖南启元律师事务所 关于赛恩斯环保股份有限公司 2025年第二次临时股东大会的 法律意见书 二〇二五年八月 致：赛恩斯环保股份有限公司 湖南启元律师事务所（以下简称"本所"）接受赛恩斯环保股份有限公司（以 下简称"公司"）的委托，指派本所律师出席了公司 2025 年第二次临时股东大会 （以下简称"本次股东大会"）根据《中华人民共和国公司法》（以下简称"《公 司法》"） ...

Summary of the Conference Call for Sains Company Overview - Sains is the first heavy metal pollution prevention enterprise listed on A-shares, leveraging technology from Central South University and maintaining multiple national-level research platforms with a research team of nearly 200 people and over 100 patents [2][3] - The company has established long-term collaborations with various universities and research institutes, serving hundreds of non-ferrous enterprises [2][3] Core Business and Innovations - Sains specializes in the treatment and resource utilization of heavy metal wastewater and waste residues, with a focus on technological innovation and research platform development [3] - The company has expanded its business into resource recovery and new materials, including a recent acquisition of Zijin Medicine to enter the copper extraction agent sector [3][19] - Sains' revenue for 2024 is projected at 150 million yuan, with a net profit of 38 million yuan, and an expected increase in revenue for 2025 [3][20] Collaboration with Zijin Mining - Sains has a close partnership with Zijin Mining, which has invested strategically in the company and currently holds approximately 21% of its shares [2][5] - The collaboration has deepened in areas such as waste acid and wastewater treatment, with a revenue-sharing model in place to mitigate risks [5][6][12] Rhenium Extraction Progress - Sains has made significant progress in rhenium extraction, collaborating with Zijin Mining and Luoyang Molybdenum, with expected production of 8-10 tons in the next two to three years [9][10] - The recent surge in rhenium prices is attributed to market speculation and supply-demand gaps, with a long-term optimistic outlook due to increasing high-end application demand and domestic substitution policies [11] Financial Projections and Market Outlook - Sains anticipates revenue of 1.2 to 1.3 billion yuan and a net profit of 140 to 150 million yuan for 2025, driven by environmental policies and demand in the non-ferrous industry [22] - The company is focusing on higher-margin product sales and operational services, which are expected to provide sustainable income and profit [22][23] Challenges and Risks - The decline in net profit is primarily due to increased sales and R&D expenses, as well as longer collection periods for overseas business [18] - The company faces challenges in the short term due to the time required for policy implementation, although long-term prospects remain positive due to increasing governmental focus on heavy metal pollution prevention [16] Global Market Expansion - Sains has successfully expanded its business into global markets, including regions in Africa and South America, with production capacity increasing from 3,000 tons to 7,000 tons [21] Conclusion - Sains is positioned as a leader in heavy metal pollution prevention with strong technological capabilities and strategic partnerships, while also exploring new markets and product lines to drive future growth [2][3][22]

Core Viewpoint - The company Sains has experienced a decline in stock price, closing at 42.20 yuan on August 4, down 2.00% from the previous trading day, indicating market volatility and investor sentiment towards the environmental sector [1] Company Overview - Sains operates in the environmental industry, focusing on heavy metal pollution prevention, with its main business encompassing the treatment of heavy metal-containing waste acid, wastewater, waste residue, and environmental restoration [1] - As a "specialized and innovative" small giant enterprise, Sains possesses a technical advantage in the field of heavy metal pollution prevention [1] Recent Developments - From July 30 to August 1, Sains hosted research visits from several institutions, including CITIC Asset Management, focusing on the company's heavy metal pollution prevention technology and business development [1] - Over the past year, Sains has received a total of 143 research visits from 121 institutions, indicating strong interest and engagement from the investment community [1] Financial Insights - On August 4, the net inflow of main funds into Sains was 2.116 million yuan, while there was a net outflow of 266,900 yuan over the past five days, reflecting fluctuating investor confidence [1]

Investment Rating - The report maintains an "Accumulate" rating for the environmental protection industry [1] Core Views - The report emphasizes the importance of the recent price law revision, which is expected to enhance ROE and cash flow, particularly in the water pricing sector. The marketization of water prices is seen as a potential turning point for cash flow, similar to the previous developments in waste incineration [1][11] - The report identifies a cash flow turning point in water operations, suggesting that companies like Xingrong and Shou Chuang will see significant reductions in capital expenditures starting in 2025, leading to substantial increases in free cash flow [1][22] - The report highlights the strengthening of environmental inspections as a driving force for the industry, indicating a shift from policy-driven to governance-driven demand for environmental services [10] Summary by Sections Industry Trends - The environmental protection industry is transitioning towards a governance-driven model, with a focus on long-term, systematic management rather than temporary fixes [10] - The report notes a significant increase in the sales of new energy sanitation vehicles, with a year-on-year growth of 90.56% in the first half of 2025, indicating a growing market for environmentally friendly equipment [31] Water Operations - The report predicts that the water operations sector will experience a cash flow turning point, with companies like Xingrong and Shou Chuang expected to reduce capital expenditures significantly starting in 2025, leading to increased free cash flow [1][22] - The report recommends companies such as Xingrong Environment, Yuehai Investment, and Hongcheng Environment for their strong dividend potential and market positioning [23][24] Waste Incineration - The report discusses the expected decline in capital expenditures for waste incineration, which will enhance free cash flow and dividend payouts. Companies like Junxin and Green Power are highlighted for their strong dividend performance [18][20] - The report identifies new trends in waste incineration, including partnerships with data centers to enhance profitability and ROE [21] Policy Developments - The report outlines the implications of the price law revision, which aims to enhance market pricing mechanisms and improve cash flow for public utilities, particularly in water and waste management sectors [11][14] - The report emphasizes the importance of environmental inspections in driving industry growth and ensuring compliance with new regulations [9][10] Recommendations - The report recommends a focus on companies with strong operational capabilities and cash flow potential, such as Xingrong Environment, Yuehai Investment, and Hongcheng Environment, while suggesting attention to emerging players in the waste management and renewable energy sectors [23][24][25]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a decline in net profit for the first half of 2025, primarily due to increased expenses and impairment losses, despite revenue growth driven by operational services and product sales [7] - The company has initiated a stock incentive plan aimed at achieving significant growth in net profit from 2025 to 2027, reflecting confidence in future performance [7] - The company plans to expand its product offerings in the chemical sector, particularly in flotation agents and sodium sulfide, to capitalize on market demand [7] Financial Summary - The company expects total revenue to grow from 808.41 million RMB in 2023 to 1,724.02 million RMB by 2027, with a compound annual growth rate (CAGR) of approximately 16.86% [1] - The forecasted net profit for 2025 is adjusted to 163.15 million RMB, a decrease of 9.74% compared to the previous year, with a projected P/E ratio of 25.36 [1][7] - The company anticipates a significant increase in revenue and net profit over the next few years, with a target of 30% revenue growth in 2025 [7]

Core Viewpoint - The company has approved the 2025 Restricted Stock Incentive Plan and related proposals, ensuring compliance with relevant regulations and confirming the eligibility of the incentive recipients [1][4]. Group 1: Announcement and Public Disclosure - The company held meetings on July 19, 2025, to review and approve the 2025 Restricted Stock Incentive Plan draft and related proposals [1]. - The company publicly announced the details of the incentive plan and the list of incentive recipients on the Shanghai Stock Exchange website on July 22, 2025 [1]. Group 2: Internal Review Process - The internal public disclosure of the incentive recipients' names and positions took place from July 22 to July 31, 2025, allowing employees to provide feedback [2]. - The Compensation and Assessment Committee conducted a verification process for the proposed incentive recipients, reviewing their qualifications and contracts [3]. Group 3: Verification Opinions - The Compensation and Assessment Committee confirmed that all individuals on the incentive recipient list meet the qualifications set forth by relevant laws and regulations [4]. - The committee found no disqualifying circumstances for the proposed incentive recipients, ensuring compliance with the management regulations [4][5].

证券代码：688480 证券简称：赛恩斯 公告编号：2025-027 （一）公示情况 公司于 2025 年 7 月 22 日在上海证券交易所网站(www.sse.com.cn)上公告了《赛 恩斯环保股份有限公司 2025 年限制性股票激励计划（草案）》及摘要、《赛恩斯环保 股份有限公司 2025 年限制性股票激励计划实施考核管理办法》以及《赛恩斯环保股份 有限公司 2025 年限制性股票激励计划激励对象名单》（以下简称"《激励对象名 单》"）。 进行了内部公示，公示期共计 10 日。公司（含子公司）员工可在公示期内向公司董事 会薪酬与考核委员会反馈意见。 截至公示期满，公司董事会薪酬与考核委员会未收到任何人对本次拟激励对象提 出书面异议、反馈记录。 （二）核查方式 赛恩斯环保股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制性股票激 励计划激励对象名单的审核意见及公示情况说明 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、准确性和完整性依法承担法律责任。 董事会薪酬与考核委员会第五次会议、第三届董事会第十八次会议，审议通过了《关 于<2025 ...

赛恩斯环保股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制性股票激 励计划激励对象名单的审核意见及公示情况说明 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、准确性和完整性依法承担法律责任。 2025 年 7 月 19 日，赛恩斯环保股份有限公司(以下简称"公司")分别召开第三届 董事会薪酬与考核委员会第五次会议、第三届董事会第十八次会议，审议通过了《关 于<2025 年限制性股票激励计划（草案）>及摘要的议案》(以下简称"《激励计划》") 等相关议案。根据《上市公司股权激励管理办法》(以下简称"《管理办法》")、 《上海证券交易所科创板股票规则》(以下简称"《上市规则》")、《科创板上市公 司自律监管指南第 4 号——股权激励信息披露》的相关规定，公司对 2025 年限制性股 票激励计划（以下简称"本激励计划"）激励对象名单进行了内部公示，公司董事会 薪酬与考核委员会根据《管理办法》，结合公示情况对激励对象进行了核查，相关公 示情况及核查情况如下： 一、公示情况及核查方式 证券代码：688480 证券简称：赛恩斯 公告编号：2025-02 ...

证券代码：688480 证券简称：赛恩斯 赛恩斯环保股份有限公司 2025 年第二次临时股东大会会议资料 2025 年 8 月 1 目录 | 2025 | 年第二次临时股东大会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第二次临时股东大会议程 | 5 | | 2025 | 年第二次临时股东大会会议议案 | 7 | | | 议案一、关于公司对外投资设立控股子公司暨开展新业务的议案 | 7 | | | 议案二、关于公司使用超募资金投资设立全资子公司建设新项目的议案 | 8 | | | 议案三、关于增加银行授信额度及担保额度的议案 | 9 | | | 议案四、关于公司《2025 年限制性股票激励计划（草案）》及其摘要的议案 | ..11 | | | 议案五、关于公司《2025 年限制性股票激励计划实施考核管理办法》的议案 | ..12 | | | 议案六、关于提请股东大会授权董事会办理 2025 年限制性股票激励计划相关事宜 | | | | 的议案 | 13 | 五、本次会议审议议案，采取现场记名投票结合网络投票的方式进行表决。 股东和授权代理人办理签到手续后，因特殊情况需要在 ...

Performance Forecast - The company expects to achieve operating revenue of RMB 410 million to RMB 440 million for the first half of 2025, representing an increase of RMB 53.99 million to RMB 83.99 million, or a year-on-year growth of 15.17% to 23.59% [2] - The net profit attributable to the parent company is projected to be between RMB 46 million and RMB 49 million, a decrease of RMB 66.36 million to RMB 69.36 million compared to the same period last year, reflecting a decline of 57.53% to 60.13% [2] - The net profit attributable to the parent company after deducting non-recurring gains and losses is expected to be between RMB 45 million and RMB 48 million, a decrease of RMB 6.09 million to RMB 9.09 million, or a decline of 11.25% to 16.80% year-on-year [2] Previous Year Performance - In the first half of 2024, the company achieved operating revenue of RMB 356 million and a net profit attributable to the parent company of RMB 115.36 million [4] - The net profit attributable to the parent company after deducting non-recurring gains and losses was RMB 54.09 million [4] - Earnings per share for the previous year were RMB 1.21 [5] Reasons for Performance Changes - The increase in operating revenue is primarily attributed to growth in the operational services and product sales sectors [5] - The decline in net profit is due to significant investment income from acquisitions in the same period last year [5] - The decrease in net profit after deducting non-recurring gains and losses is influenced by increased sales and research expenses, as well as higher bad debt provisions due to longer account periods in overseas business [5]