汇绿生态科技集团股份有限公司 2025 年半年度报告全文 汇绿生态科技集团股份有限公司 2025 年半年度报告 2025-080 2025 年 8 月 汇绿生态科技集团股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会及董事、高级管理人员保证半年度报告内容的真实、准确、完整，不存在虚假记 载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 公司负责人李晓明、主管会计工作负责人蔡志成及会计机构负责人(会计主管人员)周正峰声 明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 1 | | | | 第一节 | 重要提示、目录和释义 1 | | | --- | --- | --- | | 第二节 | 公司简介和主要财务指标 5 | | | 第三节 | 管理层讨论与分析 8 | | | 第四节 | 公司治理、环境和社会 24 | | | 第五节 | 重要事项 28 | | | 第六节 | 股份变动及股东情况 44 | | | 第七节 | 债券相关情况 51 | | | 第八节 | ...

Market Performance - On August 25, the infrastructure sector rose by 1.12% compared to the previous trading day, with China Communications Construction Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3883.56, up by 1.51%, while the Shenzhen Component Index closed at 12441.07, up by 2.26% [1] Individual Stock Performance - China Communications Construction Co., Ltd. (603815) closed at 9.34, with a gain of 10.01% and a trading volume of 176,500 shares, amounting to a transaction value of 162 million yuan [1] - Tonglin Co., Ltd. (605303) closed at 22.04, up by 9.98%, with a trading volume of 15,100 shares [1] - Pudong Construction (600284) closed at 8.95, increasing by 6.04%, with a trading volume of 957,200 shares [1] - ST Lingnan (002717) closed at 1.73, up by 4.85%, with a trading volume of 1,456,800 shares [1] - Other notable stocks include Hangzhou Garden (300649) at 19.44 (+3.85%) and Meili Ecology (000010) at 4.84 (+3.42%) [1] Capital Flow Analysis - On the same day, the infrastructure sector experienced a net outflow of 67.69 million yuan from institutional investors and a net outflow of 107 million yuan from speculative funds, while retail investors saw a net inflow of 175 million yuan [2] - The capital flow for key stocks showed that China Electric Power Construction (601868) had a net inflow of 71.48 million yuan from institutional investors, while ST Lingnan (002717) had a net inflow of 59.75 million yuan [3] - China Communications Construction Co., Ltd. (603815) recorded a net inflow of 52.10 million yuan from institutional investors, despite a net outflow from speculative and retail investors [3]

Group 1 - The CPO concept stocks in the A-share market experienced significant gains, with notable performances from various companies [1] - Robotech reached a 20% limit up, while Dekoli surged over 14% [1] - Other companies such as Zhongji Xuchuang and Juguang Technology saw increases of over 13% and 10% respectively [1] Group 2 - Cambridge Technology and Changfei Optical Fiber both hit the 10% limit up [1] - New Yisheng rose over 9%, while companies like Changxin Bochuang and Shijia Photon increased by over 8% [1] - Several other firms, including Hengtong Optical, Huimiao Technology, and Mingpu Optoelectronics, saw gains of over 6% [1]

Overview of the Transaction - The company plans to acquire Wuhan Junheng Technology Co., Ltd. by issuing shares and paying cash to seven counterparties, including Peng Kaisheng, Xie Jiping, Chen Zhaohua, Xu Xingguo, Gu Jun, Liu Peng, and Tongxin Ecological Environment Technology Co., Ltd. [1] - This transaction constitutes a related party transaction and a major asset restructuring, but it does not qualify as a restructuring listing [1]. Historical Disclosure of the Transaction - The company has been planning this major asset restructuring and has suspended trading of its shares in accordance with the Shenzhen Stock Exchange regulations [2]. - The company has disclosed relevant announcements regarding the restructuring plan and the resumption of trading on July 26, 2025 [2]. Progress of the Transaction - Since the disclosure of the transaction proposal, the company and relevant parties are actively advancing the necessary work, including asset auditing and evaluation [3]. - As of the date of the announcement, formal transaction documents have not yet been signed, and the company will convene a board meeting to review the transaction once the relevant work is completed [3].

证券代码：001267 证券简称：汇绿生态 公告编号：2025-078 汇绿生态科技集团股份有限公司 关于重大资产重组的进展公告 一、本次交易概述 公司拟以发行股份及支付现金的方式购买彭开盛、谢吉平、陈照华、徐行国、顾军、 刘鹏以及同信生态环境科技有限公司7名交易对方合计持有的武汉钧恒科技有限公司 49%股权，同时拟向不超过35名符合条件的特定投资者发行股份募集配套资金（以下简 称"本次交易"）。 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 重要内容提示： 1、汇绿生态科技集团股份有限公司（以下简称"公司"）于2025年7月26日披露的 《汇绿生态科技集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关 联交易预案》及摘要中已对本次交易涉及的有关风险因素及尚需履行的审批程序进行了 详细说明。公司将根据相关事项的进展情况，及时履行信息披露义务，提请广大投资者 关注后续进展公告并注意投资风险。 2、截至本公告披露日，除本次交易预案中披露的风险因素外，公司尚未发现可能 导致本次交易中止或者对本次交易方案作出实质性变更的相关事项，本次交易相关工作 正在有序 ...

Summary of Key Points Core Viewpoint The company, Huigu Ecological Technology Group Co., Ltd., has signed investment contracts for the construction of two optical module production bases in Ezhou, Hubei Province, with a total investment of approximately 7 billion RMB, aimed at enhancing its production capacity and market competitiveness in the optical module sector [2][3][22]. Group 1: Investment Overview - The company’s subsidiary, Wuhan Junheng Technology Co., Ltd., signed contracts for two projects: one for an annual production capacity of 1.5 million optical modules with a total investment of 200 million RMB, and another for 3 million optical modules with a total investment of 500 million RMB [2][3][8]. - The total investment for both projects is approximately 700 million RMB, with fixed asset investments of 100 million RMB and 300 million RMB respectively [3][8]. Group 2: Approval Process - The investment proposals were approved in board meetings held on April 22 and July 31, 2025, with unanimous votes in favor [4][5]. - The funding for these projects will come from the company’s own or self-raised funds, ensuring no adverse impact on the company’s main business or financial health [22]. Group 3: Project Details - The first project involves the establishment of a production base for 1.5 million optical modules, with a commitment to achieve an average annual tax revenue of no less than 250,000 RMB per mu within five years [11]. - The second project for 3 million optical modules includes a commitment to a minimum fixed asset investment of 300 million RMB and similar tax revenue commitments [17]. Group 4: Contractual Obligations - Both contracts stipulate that the company must complete the first phase of construction and begin trial operations by March 2026 [11][17]. - The contracts also outline penalties for non-compliance, including potential cancellation of support policies and reclamation of land use rights if deadlines are not met [19][20]. Group 5: Strategic Impact - The investment is aligned with the company’s strategic development plan, aiming to enhance its competitiveness in the optical module market and improve profitability [22]. - The company anticipates that the projects will positively impact its long-term growth and shareholder value [22].

Group 1: Company Announcements - Changjiang Electric Power's controlling shareholder, China Three Gorges Group, plans to increase its stake in the company by 4 billion to 8 billion yuan within the next 12 months through secondary market transactions [1] - Huakin Technology is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international strategy and overseas business development [2] - Tailin Microelectronics is planning to acquire all or part of the equity of Shanghai Panqi Microelectronics through a combination of share issuance and cash payment, with trading suspended for up to 10 trading days [3] - Jingwang Electronics intends to invest 5 billion yuan in expanding its Zhuhai Jinwan base to enhance its competitiveness in high-end products related to AI and other technologies [5] - Jiangsu Guotai plans to use up to 12 billion yuan of idle funds for entrusted wealth management in low-risk financial products [6] Group 2: Financial Performance - Ping An Bank reported a 3.9% year-on-year decline in net profit for the first half of 2025, with a proposed cash dividend of 2.36 yuan per 10 shares [1][9] - Several companies reported significant increases in net profit, including Zhezhang Securities with a 46.49% increase and Keg Precision Machinery with a 144% increase [7] - True Love Home reported a net profit of 197 million yuan, a year-on-year increase of 484.48% [8] - Companies like Kunlun Wanwei and Vanke A reported substantial losses, with net losses of 856 million yuan and 11.947 billion yuan respectively [9]

Group 1 - The company stated that as of August 22, 2023, the second largest shareholder, Ningbo Huining, has not yet completed the share reduction plan [2] - The share reduction plan is still in progress and has not been fully implemented [2] - The company will continue to monitor the progress of the reduction plan and fulfill its information disclosure obligations in a timely manner [2]

Group 1 - Changjiang Electric Power's controlling shareholder plans to increase its stake by 4 billion to 8 billion yuan within the next 12 months through secondary market transactions [1] - Goer Technology's subsidiary intends to acquire 100% equity of Shanghai Aolai, enhancing its core competitiveness in micro-nano optical devices [2] - Huakin Technology is planning to issue H-shares and list on the Hong Kong Stock Exchange to accelerate internationalization and enhance overseas financing capabilities [3] Group 2 - Shuyou Shen has received a Phase I clinical research summary report for STSP-0902 eye drops, indicating good safety and tolerability [4] - Yuanlin Co. announced that it has no business related to graphene despite a significant stock price increase, emphasizing the lack of relevant technology and talent [5] - Newnow's subsidiary has received approval for clinical trials of SYS6036 injection, a humanized monoclonal antibody for tumor immunotherapy [6] Group 3 - Kaige Precision's net profit increased by 144% year-on-year in the first half of the year, with revenue of 454 million yuan [7][8] - Chipone Technology's shareholders plan to transfer 5% of the company's shares through a pricing inquiry due to personal funding needs [9] - Tailin Micro is planning to acquire all or part of the equity of Shanghai Panqi Microelectronics, with stock suspension expected for up to 10 trading days [10] Group 4 - Sihua New Materials stated that the application of liquid cooling technology will not significantly impact its operating performance in the short term [11] - Xin'ao Co. plans to privatize Xin'ao Energy Holdings through its wholly-owned subsidiary and has completed the necessary regulatory filings [12] - Jingwang Electronics intends to invest 5 billion yuan in expanding its Zhuhai Jinwan base to enhance its competitive advantage in high-end products [13] Group 5 - Huilv Ecology's subsidiary signed contracts for the construction of a light module production base with a total investment of 700 million yuan [14] - Zhongjian Technology has authorized management to initiate preparations for issuing H-shares and listing on the Hong Kong Stock Exchange [15] - Huayang Lianzhong's stock will be subject to risk warnings and will be renamed ST Huayang starting August 26 [16] Group 6 - Shengyang Co. plans to establish a joint venture to enter the open-source Hongmeng ecosystem business with a registered capital of 50 million yuan [18] - Jiangsu Guotai intends to use up to 12 billion yuan of idle funds for entrusted wealth management in low-risk financial products [19] - Ping An Bank reported a 3.9% decline in net profit for the first half of the year, with a proposed cash dividend of 2.36 yuan per 10 shares [20] Group 7 - Shenkong Co. reported a 926% increase in net profit for the first half of the year, driven by demand in the semiconductor industry [21] - Zhangjiang Hi-Tech's net profit grew by 38.64% year-on-year, with revenue of 1.704 billion yuan [22] - Silan Micro achieved a net profit of 265 million yuan in the first half of the year, reversing a loss from the previous year [23] Group 8 - Ganfeng Lithium reported a net loss of 531 million yuan in the first half of the year, impacted by price adjustments in the lithium industry [24] - Zhaoyi Innovation's net profit increased by 11.31% year-on-year, with revenue of 4.15 billion yuan [25] - Dongxin Co. reported a net loss of 111 million yuan in the first half of the year, despite a revenue increase [26] Group 9 - Pizaihuang's net profit decreased by 16.22% year-on-year, with total revenue of 5.379 billion yuan [27] - Luoyang Molybdenum's net profit increased by 60% year-on-year, achieving a revenue of 94.773 billion yuan [28] - Tongwei Co. reported a net loss of 4.955 billion yuan in the first half of the year, primarily due to price adjustments in the photovoltaic industry [29] Group 10 - Chunzong Technology reported a net loss of 40 million yuan in the first half of the year, with a significant revenue decline [30] - China CNR's net profit increased by 72.48% year-on-year, with a proposed cash dividend of 1.1 yuan per 10 shares [31] - Shennuo Bio's shareholders plan to reduce their holdings by up to 3.43% [32]

证券日报网讯汇绿生态（001267）8月22日在互动平台回答投资者提问时表示，截至2025年8月20日，公 司股东总户数为25，501户。 ...