Core Viewpoint - The report provides a verification of the non-recurring gains and losses of Shandong Huanneng Group Co., Ltd. for the periods ending March 31, 2025, and the fiscal years 2024, 2023, and 2022, confirming compliance with the relevant regulations of the China Securities Regulatory Commission [1][2]. Summary by Relevant Sections Non-Recurring Gains and Losses - The non-recurring gains and losses detailed in the report include various components such as disposal gains and losses from non-current assets, government subsidies, and other operating income and expenses [1][5]. - Specific figures include a disposal gain of RMB 8,054.67 million for the period ending March 31, 2025, and government subsidies amounting to RMB 418,564.59 million for the same period [1][5]. - The report also notes a significant loss from the fair value changes of investment properties, amounting to RMB (1,637,389.43) million [5]. Compliance and Verification - The verification process involved checking, inquiring, and inspecting accounting records, leading to the conclusion that the disclosures are in compliance with the relevant regulations [1][2]. - The report is intended solely for the use of Shandong Huanneng Group Co., Ltd. in its application to the China Securities Regulatory Commission and the Shenzhen Stock Exchange for a specific issuance of A-shares [1][2].

Core Viewpoint - The company has conducted a self-examination regarding regulatory measures or penalties imposed by securities regulatory authorities and exchanges over the past five years, concluding that there have been no penalties, but there were instances of regulatory measures that required rectification [1][5]. Summary by Sections Recent Regulatory Measures and Penalties - The company has not faced any penalties from securities regulatory authorities or exchanges in the last five years [1]. - The company received an administrative regulatory measure from the Sichuan Securities Regulatory Bureau, which mandated rectification due to a violation during the 2022 first extraordinary general meeting where the chairman acted as a vote counter despite being a related shareholder, violating the rules of shareholder meetings [2][3]. Rectification Actions Taken - Following the regulatory measure, the company organized training for all directors, supervisors, and senior management to enhance compliance awareness regarding relevant rules [2]. - The current five directors and supervisors have completed initial training courses and obtained certificates, with plans for ongoing compliance training and internal studies to improve understanding of regulations [2][3]. - The company has strengthened its internal control over meeting deliberations and information disclosure to ensure compliance with internal management standards [3]. Previous Warnings and Measures - The company received a warning letter in 2020 for failing to include personal loans in its consolidated financial statements, which led to inaccuracies in financial data [4]. - In response, the company organized training on information disclosure regulations for its board and management to improve the accuracy and completeness of disclosures [4][5]. - The company has committed to enhancing internal controls and auditing practices to prevent similar issues in the future [5].

Core Viewpoint - The company is issuing A-shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution [1][5][9] Financial Impact Analysis - The total share capital before the issuance is 470,988,309 shares, which will decrease to 466,296,153 shares before the issuance and increase to 606,184,998 shares after the issuance [2] - The net profit attributable to the parent company is projected to remain the same as 2024, with estimates of 15 million and 40 million yuan for different scenarios [2][3] - Basic earnings per share (EPS) before dilution is 0.03 yuan, while after dilution it is expected to be 0.01 yuan [2][3] Necessity and Feasibility of the Issuance - The issuance is necessary to support the company's sustainable development strategy and to meet operational funding needs [5][6] - The raised funds will be used to supplement working capital and repay bank loans, which aligns with the company's current development needs [5][6] Measures to Mitigate Dilution Impact - The company plans to enhance the supervision of raised funds to ensure they are used effectively and legally [7][8] - There will be a focus on improving overall profitability and optimizing the capital structure to reduce financial risks [8] - The company has established a governance structure to ensure compliance with laws and regulations, enhancing investor protection [8][9] Commitments from Major Stakeholders - The controlling shareholder and management have made commitments to not interfere with the company's operations and to ensure the effectiveness of the compensation measures [9][10] - They have pledged to adhere to regulations and take responsibility for any breaches of these commitments [10]

Fundraising Overview - The company raised a total of RMB 35,269.99 million through the issuance of shares to acquire 86.34% of the equity of Shankao Shifang Environmental Energy Group Co., Ltd. [1] - The company also raised RMB 289,999,981.40 through a private placement of 27,102,802 shares at RMB 10.70 per share, with a net amount of RMB 278,514,132.32 after expenses [2] - A subsequent private placement raised RMB 592,798,277.99 by issuing 51,823,630 shares at RMB 11.43 per share [3] Fund Usage - As of March 31, 2025, the company had utilized RMB 27,907.32 million of the raised funds, with a remaining balance of RMB 0.00 million from the 2019 fundraising [4][11] - For the 2020 fundraising, a total of RMB 56,546.78 million was used, leaving a balance of RMB 2,800.47 million [11] Fund Management - The company temporarily supplemented working capital with idle funds, using RMB 12,500 million, which was fully returned within 12 months [6] - Additional temporary uses of idle funds included RMB 30,000 million and RMB 9,000 million, both of which were also returned within the stipulated time [7][8] Project Performance - The company reported that the acquisition of Shankao Shifang has stabilized operations, with no significant changes in the main business [10] - The net profit of Shankao Shifang for the first quarter of 2025 was reported at RMB 3,318.79 million [10] Financial Commitments - The company has commitments regarding performance guarantees, ensuring that Shankao Shifang's net profit exceeds zero during the commitment period [10] - The performance commitments for the years 2020 to 2022 have been fulfilled, with specific profit figures reported [10][11] Fund Surplus and Reallocation - The company has decided to permanently supplement working capital with surplus funds from completed projects, including RMB 3,308.31 million from the "New City Heating Expansion and Renovation Project" [11][13] - The remaining funds from the acquisition of Beijing Chinai Bioenergy Technology Co., Ltd. will also be allocated to working capital [13]

Core Viewpoint - The company is proceeding with a private placement of A-shares to specific investors, which is deemed compliant with relevant laws and regulations, and is expected to enhance its financial strength and optimize its capital structure [1][4]. Group 1: Compliance and Approval - The issuance of A-shares meets the qualifications and conditions set forth in the Company Law, Securities Law, and relevant regulatory documents [1][4]. - The pricing method for the issuance is fair and does not harm the interests of the company or minority shareholders [1][2]. - The decision-making process for the issuance is legal and compliant, ensuring no detriment to the company and its shareholders [4]. Group 2: Financial Impact - The funds raised from this issuance will strengthen the company's financial position, improve its risk resistance, and partially meet the funding needs for business development [2][4]. - The proposed use of the raised funds aligns with the company's actual situation and is deemed necessary and feasible [2]. Group 3: Related Party Transactions - The subscription of shares by Shandong High-speed Industrial Investment Co., Ltd. constitutes a related party transaction, which has been conducted in accordance with national laws and regulations [3]. - The agreement with Shandong High-speed Industrial Investment Co., Ltd. includes a commitment that shares acquired will not be transferred for 36 months post-issuance, complying with relevant regulations [3].

Core Viewpoint - The company plans to issue A-shares to a specific investor, Shandong High-speed Industry Investment Co., Ltd., to raise funds for working capital and debt repayment, pending approval from the shareholders' meeting [2][12]. Group 1: Meeting and Voting - The 13th meeting of the 11th Supervisory Board was held on July 16, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1]. - The proposal for issuing A-shares was approved with a voting result of 2 votes in favor, 0 abstentions, and 0 votes against [2][3]. Group 2: Issuance Details - The type of shares to be issued is domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [2]. - The issuance will occur after approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2]. - The issuance price is set at RMB 5.13 per share, which is not lower than 80% of the average trading price over the last 20 trading days prior to the pricing benchmark date [3]. - The total number of shares to be issued will not exceed 139,888,845 shares, representing 30% of the company's total share capital before the issuance [4]. Group 3: Use of Proceeds - The total amount to be raised from the issuance is not more than RMB 717.63 million, which will be used entirely for supplementing working capital and repaying bank loans [5]. Group 4: Lock-up Period and Other Provisions - The shares acquired by the investor will be subject to a lock-up period of 36 months from the completion of the issuance [4]. - The decision on the issuance is valid for 12 months from the date of approval by the shareholders' meeting [5]. Group 5: Related Transactions - The issuance involves a related party transaction as Shandong High-speed Industry Investment Co., Ltd. is a controlling shareholder of the company [12]. - The company has committed to ensuring that the issuance complies with the relevant regulations regarding related party transactions [12].

Group 1 - The company plans to issue A-shares to specific investors to enhance its capital strength and support its strategic development in the organic waste disposal and resource utilization sector [1][3][4] - The issuance is driven by the increasing demand for kitchen waste disposal and resource utilization, as well as the government's focus on environmental protection and waste management [1][2][3] - The company has a significant debt burden, with total borrowings amounting to 1.983 billion yuan and a debt-to-asset ratio of 72.06% as of March 31, 2025 [3][4] Group 2 - The company aims to use the raised funds to supplement working capital and repay bank loans, which will help reduce its debt ratio and optimize its capital structure [4][10][21] - The issuance will also strengthen the company's financial position and enhance its ability to respond to industry trends and competition [4][10][21] - The company has established a network of projects across nearly twenty major cities in China, focusing on organic waste disposal and renewable energy [3][4] Group 3 - The issuance price is set at 5.13 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [11][12] - The issuance will be conducted in compliance with relevant regulations, ensuring that the process is fair and transparent for all shareholders [14][15] - The company has committed to using the raised funds exclusively for operational purposes and will not engage in financial investments [10][21]

证券代码：000803 证券简称：山高环能 公告编号：2025-044 山高环能集团股份有限公司 关于最近五年被证券监管部门和交易所采取监管措施 或处罚的公告 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。 山高环能集团股份有限公司（以下简称"山高环能""公司"，原名"北清环 能集团股份有限公司"）拟向特定对象发行 A 股股票，根据相关法律法规要求， 公司对近五年是否被证券监管部门和证券交易所采取监管措施或处罚的情况进 行了自查，自查结果如下： 一、公司最近五年被证券监管部门和交易所处罚的情况 公司最近五年不存在被证券监管部门和交易所处罚的情形。 二、公司最近五年被证券监管部门和交易所采取监管措施及整改情况 （一）四川证监局责令整改的行政监管措施 "〔2023〕29 号"《中国证券监督管理委员会四川证监局行政监管措施决定 书》 1、监管内容 2023 年 4 月 18 日，公司收到四川证监局行政监管措施决定书（〔2023〕29 号），主要内容为："经查，你公司 2022 年第一次临时股东大会审议事项包括限 制性股票激励计划的议案，公司董事长匡志伟作为相关议案关 ...

山高环能集团股份有限公司 前次募集资金使用情况的专项报告 根据中国证券监督管理委员会《监管规则适用指引——发行类第 7 号》等规 定，山高环能集团股份有限公司（以下简称"本公司"或"公司"，曾用名"四川 金宇汽车城（集团）股份有限公司""北清环能集团股份有限公司"）编制了截至 2025 年 3 月 31 日的前次募集资金使用情况专项报告，具体情况如下： 一、前次募集资金基本情况 （一）前次募集资金的数额及资金到账时间 1、2019 年度发行股份及支付现金购买资产并募集配套资金相关情况 经中国证券监督管理委员会《关于核准四川金宇汽车城（集团）股份有限公司 向甘海南等发行股份购买资产并募集配套资金申请的批复》（证监许可〔2020〕1222 号）核准，公司向甘海南等交易对方发行股份并募集配套资金购买其持有的山高十 方环保能源集团有限公司（以下简称"山高十方"）86.34%股权，其中以发行股份 方式支付交易对价 35,269.99 万元，通过发行股份募集配套资金以现金方式支付交 易对价 4,103.63 万元。 （1）公司向 27 名交易对方发行股份 27,771,636 股，每股面值为人民币 1.00 元，发行价格 ...

证券代码：000803 证券简称：山高环能 公告编号：2025-036 山高环能集团股份有限公司 关于与山东高速产业投资有限公司签订附条件生效的 股份认购协议暨关联交易的公告 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。 特别风险提示： 1、山高环能集团股份有限公司（以下简称"公司"或"山高环能"或"发 行人"）于2025年7月16日召开第十一届董事会第二十一次会议、第十一届监事 会第十三次会议，审议通过《关于向特定对象发行A股股票涉及关联交易事项的 议案》《关于公司与特定对象签署附条件生效的股份认购协议暨关联交易的议案》 等与本次发行相关议案，公司拟向特定对象发行A股股票（以下简称"本次发行" "本次向特定对象发行"），发行对象山东高速产业投资有限公司（以下简称"高速 产投"）为公司实际控制人控制的企业，因此高速产投认购本次发行股票、并与 公司签订附条件生效的股份认购协议构成关联交易。公司本次向特定对象发行所 涉及的关联交易事项尚须提交股东大会审议批准，关联股东将回避表决。 2、本次向特定对象发行股票方案尚需获得有权国有资产监督管理机构批准、 公司股东大会 ...