Industry Overview - The urban environmental protection industry focuses on solving urban environmental issues and improving ecological quality through technology and management measures [1][9] - The industry has seen significant growth, with the market size projected to increase from 1.01 trillion yuan in 2019 to 1.49 trillion yuan in 2024 [7][9] Industry Environment - Urban areas are densely populated and face severe environmental challenges, making urban environmental protection a priority for national development [5] - As of the end of 2023, there are 694 cities in China, with an urbanization rate of 67%, indicating ongoing urbanization and a growing demand for environmental services [5] Industry Status - The urban environmental protection industry is categorized into four segments: energy conservation and emission reduction (35.81%), pollution control (29.96%), recycling (20.91%), and natural resource protection (13.32%) [9] - Major companies in the industry include China Everbright Environment, Beijing Enterprises Water Group, and China Tianying, which are part of the leading competitive tier [11] Future Trends - Technological innovation is driving the industry towards smart environmental solutions, with advancements in IoT, AI, and big data enhancing operational efficiency [17] - Continuous policy support is expected to facilitate market reforms, with initiatives aimed at improving resource and environmental market mechanisms [18] - The international market is becoming increasingly important, with Chinese environmental companies expanding their presence in Southeast Asia and the Middle East [19]

Group 1: Jiangsu Financial Leasing Co., Ltd. (江苏金租) - Jiangsu Financial Leasing is actively exploring green finance by providing a "financing + leasing" model to support environmental enterprises in equipment procurement and upgrades [1] - The company has successfully facilitated the procurement of 69 sanitation vehicles for Shunfeng Erhai Environmental Technology Co., Ltd., with a total cooperation amount of nearly 20 million yuan over four years [3] - Jiangsu Financial Leasing has served over 2,000 sanitation enterprises across 247 cities in China, demonstrating its commitment to the sanitation and environmental sectors [4] Group 2: Shunfeng Erhai Environmental Technology Co., Ltd. (顺丰洱海) - Shunfeng Erhai faced funding challenges for equipment procurement due to long project cycles and insufficient asset collateral, which Jiangsu Financial Leasing addressed with a rapid financing solution [2] - The company has processed over 500,000 tons of waste annually, producing more than 3 million tons of organic fertilizer and nearly 40 million cubic meters of biogas, contributing to ecological sustainability [3] Group 3: Jiangxi Huayu General Aviation Co., Ltd. (华宇通航) - Jiangxi Huayu General Aviation introduced a KA-32A11BC helicopter for forest protection, enhancing fire risk response capabilities in the region [5][6] - Jiangsu Financial Leasing provided a financing solution of 75 million yuan to support the procurement of the helicopter, enabling efficient project execution without utilizing core assets [6] Group 4: Shenzhen Tianying Environmental Energy Co., Ltd. (深圳天楹) - Shenzhen Tianying upgraded its waste incineration plant to handle 1,600 tons of waste daily and generate over 300,000 kWh of green electricity [7] - The company utilized a sale-leaseback model with Jiangsu Financial Leasing to secure 270 million yuan in financing for equipment upgrades, enhancing operational efficiency [8] - Jiangsu Financial Leasing has supported over 100 GW of renewable energy projects, providing financing exceeding 100 billion yuan, thus playing a crucial role in the green transition of various industries [8]

Core Viewpoint - The legal opinion letter confirms that the 2024 annual general meeting of China Tianying Co., Ltd. was convened and conducted in accordance with relevant laws, regulations, and the company's articles of association, ensuring the legality and validity of the meeting and its resolutions [1][5][17] Group 1: Meeting Procedures - The notice for the 2024 annual general meeting was published on April 29, 2025, and met the required 20-day notice period [3][5] - The notice included details such as the meeting's time, location, voting procedures, and the rights of shareholders to attend and vote [3][5] Group 2: Qualifications of Participants - The ninth board of directors of China Tianying convened the meeting, confirming their qualification as the conveners [6] - A total of 10 shareholders and their proxies attended the meeting in person, representing 849,173,843 shares, which is 33.9563% of the total voting shares [6] - Additionally, 2.4722% of shareholders participated through online voting, verified by Shenzhen Securities Information Co., Ltd. [6] Group 3: Voting Procedures and Results - The meeting utilized both in-person and online voting methods, adhering to the procedures outlined in the notice [7] - The resolutions were passed with significant support, with 99.5734% of votes in favor, 0.2961% against, and 0.1305% abstaining [8][9] - The voting results for minority shareholders showed 96.3291% in favor, 2.5483% against, and 1.1226% abstaining [8][10] Group 4: Conclusion - The legal opinion concludes that the meeting's procedures, participant qualifications, and voting results comply with applicable laws and the company's articles of association, rendering the resolutions legally valid [5][17]

Meeting Details - The meeting was held on June 10, 2025, at 14:30, with online voting available throughout the day [1] - The total number of shares as of the registration date was 2,500,783,182 [1] Attendance - A total of 322 shareholders and their proxies attended the meeting, representing 910,998,698 shares, which is 36.4285% of the total shares [1] - Of these, 10 shareholders voted in person, representing 849,173,843 shares (33.9563% of total shares) [2] - 312 shareholders voted online, representing 61,824,855 shares [2] - Among the small shareholders, 314 attended, representing 105,857,530 shares (4.2330% of total shares) [2] Voting Results - The meeting adopted a combination of on-site and online voting methods [2] - Total votes in favor were 907,112,760 shares, accounting for 99.5734% of the votes cast [2] - Votes against totaled 2,697,538 shares (0.2961%), and abstentions were 1,188,400 shares (0.1305%) [2] - Small shareholders voted in favor with 101,971,592 shares (96.3291%), against 2,697,538 shares (2.5483%), and abstained with 1,188,400 shares (1.1226%) [3] Legal Compliance - The meeting's procedures and results were confirmed to be in compliance with relevant laws, regulations, and the company's articles of association [9]

本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性 陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决议案的情形。 证券代码：000035 证券简称：中国天楹 公告编号：TY2025-22 2、本次股东大会未涉及变更以往股东大会已通过的决议的情况。 中国天楹股份有限公司 一、 会议召开和出席情况 2024 年年度股东大会决议公告 2、召开方式：现场表决与网络投票相结合 3、现场会议召开地点：江苏省海安市黄海大道西268号公司会议室 4、召集人：中国天楹股份有限公司第九届董事会 5、主持人：董事长严圣军先生 6、本次会议通知于2025年4月29日发出，会议的召开符合有关法律、行政法规、 部门规章、规范性文件、深圳证券交易所业务规则和《中国天楹股份有限公司章程》 的规定，合法有效。 （二） 会议出席情况 截至本次股东大会股权登记日 2025 年 6 月 3 日，公司股份总数 2,500,783,182 股。 （一）会议召开情况 1、召开时间： 现场会议召开时间：2025年6月10日（星期二）下午14:30 网络投票时间：2025年6月10日。其中，通过深圳证券交易所系统进行网络投 ...

北京市中伦（上海）律师事务所 关于中国天楹股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年六月 | 一、 | 本次股东大会的召集、召开程序 2 | | --- | --- | | 二、 | 本次股东大会的召集人资格 3 | | 三、 | 本次股东大会出席、列席人员资格 4 | | 四、 | 本次股东大会的表决程序和表决结果 4 | | 五、 | 结论意见 9 | 北京市中伦（上海）律师事务所 关于中国天楹股份有限公司 2024 年年度股东大会的 法律意见书 致：中国天楹股份有限公司 为出具本法律意见书，本所律师列席了公司本次股东大会，审查了公司提供 的本次股东大会有关文件及本所律师认为所需的其他文件和材料，包括但不限于 公司关于召开本次股东大会的公告、本次股东大会的各项议程、议案、表决票及 相关决议等文件。 本所已得到公司的保证，即公司已向本所律师提供了为出具本法律意见书所 法律意见书 必需的真实的原始书面材料、副本材料或口头证言，且已将全部事实、文件及资 料向本所律师披露，无任何隐瞒、遗漏、虚假或误导之处；公司所提供的文件资 料的副本或复印件与正本或原件一致，且该等文件资料的签字与印章都是真 ...

Core Viewpoint - China Tianying (000035.SZ) is facing performance challenges in 2024, with revenue growth accompanied by a significant decline in net profit, primarily due to a tax payment of approximately 183 million yuan related to its Spanish subsidiary, Firion, which is a legacy issue from the acquisition of Urbaser S.A.U. [1][4] Financial Performance - In 2024, China Tianying achieved revenue of 5.667 billion yuan, a year-on-year increase of 6.46%, but the corresponding net profit attributable to shareholders fell by 16.99% to 280 million yuan [2] - The company's performance in the second half of 2024 significantly impacted annual results, with revenue of 3.018 billion yuan in the second half, a mere 2.83% increase, and a net profit loss of 80.09 million yuan, a decline of 146% [2] Tax Issues and Historical Context - The tax adjustment for the overseas subsidiary led to a substantial increase in tax expenses, eroding profits. Firion, which was acquired in 2016, faced a tax reassessment that required it to repay 23.7843 million euros (approximately 183 million yuan) [3][4] - China Tianying sold Urbaser in 2021 for 10.937 billion yuan, which had previously contributed significantly to its revenue and profit, with Urbaser's revenue being about eight times that of China Tianying at the time of acquisition [4][5] Financial Pressure and Debt - The acquisition of Urbaser resulted in a goodwill of 5.6 billion yuan and a high debt ratio, reaching 75% in 2020, which has constrained the company's financing capabilities [5] - As of the end of Q1 2024, China Tianying had cash reserves of 1.218 billion yuan, but short-term borrowings and current liabilities totaled 3.866 billion yuan, indicating significant financial pressure [10] New Energy Investments - Following the divestiture of Urbaser, China Tianying has focused on the new energy sector, with substantial investments in various projects, including a total investment of approximately 16.95 billion yuan in a hydrogen energy project in Heilongjiang [7][8] - The company has seen a continuous increase in construction projects, with a total of 2.369 billion yuan in ongoing projects by the end of 2024, primarily in the new energy sector [8] Revenue Composition - In 2024, traditional environmental services, including power supply and waste management, generated revenue of 2.447 billion yuan, accounting for 43.18% of total revenue, while construction and urban sanitation services contributed 1.011 billion yuan and 1.046 billion yuan, respectively [10]

Group 1 - The company has approved the adjustment of guarantee limits for its subsidiaries, specifically reallocating 100 million RMB from Jiangsu Tianying Environmental Energy Co., Ltd. to Shenzhen Tianying Environmental Energy Co., Ltd. This adjustment represents 0.91% of the company's latest audited net assets [1] - The company has signed a comprehensive credit contract with Zhuhai China Resources Bank Shenzhen Branch, providing a credit limit of 100 million RMB to Shenzhen Tianying [2] - The guarantee provided by the company is within the approved limits from the board and does not require further approval [2] Group 2 - Shenzhen Tianying Environmental Energy Co., Ltd. is a wholly-owned subsidiary of the company, established on April 27, 2005, with a registered capital of 60 million RMB. Its operations include waste incineration and power generation [3] - The company has a good credit standing and is not listed as a dishonest executor [3] - The guarantee covers the principal amount, interest, penalties, and related costs, with a maximum guarantee period of three years [5] Group 3 - The board believes that providing guarantees to Shenzhen Tianying will enhance its financing efficiency and operational effectiveness, aligning with the interests of the company and its shareholders [6] - The total amount of guarantees provided by the company to its subsidiaries is 10.39 billion RMB, accounting for 95.03% of the company's latest audited net assets, with no overdue guarantees or litigation-related amounts [6]

证券代码：000035 证券简称：中国天楹 公告编号：TY2025-21 中国天楹股份有限公司 关于为子公司提供担保的公告 本公司及董事会全体成员保证本公告内容的真实、准确和完整，没有虚假记载、误导性 陈述或重大遗漏。 一、公司内部担保额度调剂情况 中国天楹股份有限公司（以下简称"公司"）分别于 2024 年 4 月 28 日、 2024 年 5 月 22 日召开第九届董事会第四次会议和 2023 年年度股东大会，审议 并通过了《关于 2024 年度为子公司提供担保额度的议案》，具体详见公司于 2024 年 4 月 30 日在《中国证券报》、《证券时报》以及巨潮资讯网披露的《关于 2024 年度为子公司提供担保额度的公告》（公告编号：TY2024-22）。 为满足子公司向银行申请融资的正常经营资金需求，公司在 2023 年年度股 东大会授权范围内，将全资子公司江苏天楹环保能源有限公司 （以下简称"江 苏天楹"）未使用的担保额度中 10,000.00 万元调剂至全资子公司深圳市天楹环 保能源有限公司（以下简称"深圳天楹"）。本次调剂的金额占公司最近一期经 审计净资产的 0.91%。本次调剂担保额度的具体情况如下 ...

Group 1: Project Updates - The Jiangsu Rudong gravity energy storage project is currently in the equipment installation and debugging phase, with plans for grid connection based on installation progress [1][2] - The company is accelerating the construction of overseas projects in Vietnam and Singapore, aiming for early production [4][5] - The Hanoi project has been operating since early 2023, processing over 4,000 tons of waste daily with stable revenue [7][8] Group 2: Financial Matters - Firion, the company's subsidiary in Spain, completed a tax payment of €23.7843 million (approximately ¥183.49 million) due to a tax audit, which will impact the 2024 net profit by the same amount [2][3] - The company plans to distribute a cash dividend of ¥0.352 per 10 shares, totaling approximately ¥84.06 million, pending shareholder approval [5][6] - The company's net profit for Q1 2025 decreased due to delays in revenue recognition from EPC projects and increased financial costs from investments in new energy [6][7] Group 3: Market Expansion and Strategy - The company is focusing on expanding its waste incineration business overseas, particularly in Southeast Asia and Europe, leveraging its strong R&D capabilities [4][5] - The company has established a competitive advantage in international markets through early entry and successful project implementations, particularly in Vietnam and Singapore [9][10] - Future plans include enhancing international market share through cooperation, technology transfer, and project investments [4][5] Group 4: Shareholder Engagement - The controlling shareholder has increased their stake by 55,333,440 shares, representing 2.21% of the total share capital, with an investment of approximately ¥285.99 million [5][6] - The company emphasizes its commitment to stable and active profit distribution policies, having distributed a total of ¥134 million in cash dividends over the past three years, accounting for 54.25% of the average annual net profit [6][7]