旺能环境股份有限公司 会计师事务所选聘制度 旺能环境股份有限公司 会计师事务所选聘制度 （2025 年 8 月制定） 第一章 总则 第一条 为规范旺能环境股份有限公司（以下简称"公司"）选聘（含续聘、 改聘）会计师事务所相关行为，提高财务信息质量，切实维护股东利益，根据《中 华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所股票上市规 则》《国有企业、上市公司选聘会计师事务所管理办法》等相关法律法规，证券 监督管理部门的相关要求及《旺能环境股份有限公司章程》（以下简称《公司章 程》）的规定，结合公司实际情况，制定本制度。 第二条 本制度所称选聘会计师事务所，是指公司根据有关法律法规要求， 聘任会计师事务所对公司财务会计报告发表审计意见、出具审计报告及内部控制 报告的行为。选聘其他专项审计业务的会计师事务所，视重要性程度可参照本制 度执行。 第三条 公司聘请、解聘会计师事务所应经董事会审计委员会（以下简称"审 计委员会"）全体成员过半数同意后，提交董事会审议，并由股东会决定。公司 不得在董事会、股东会审议通过聘请会计师事务所的议案前聘请会计师事务所开 展审计业务。 第四条 审计委员会向董事会提出聘请或 ...

| 证券代码：002034 | 证券简称：旺能环境 | 公告编号：2025-69 | | --- | --- | --- | | 债券代码：128141 | 债券简称：旺能转债 | | 旺能环境股份有限公司 关于修订《公司章程》、修订及制定公司管理制度的公告 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。 旺能环境股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召开第九 届董事会第十一次会议，审议通过《关于修订<公司章程>的议案》和《关于修订 及制定公司管理制度的议案》；同日召开第九届监事会第八次会议，审议通过《关 于修订<公司章程>的议案》。现将具体内容公告如下： 一、修订《公司章程》的原因及依据 为全面贯彻落实最新法律法规要求，确保公司治理与监管规定保持同步，进 一步规范公司运作机制，提升公司治理水平，根据《中华人民共和国公司法》（2023 年修订）、《关于新<公司法>配套制度规则实施相关过渡期安排》、《上市公司 章程指引》（2025 年修订）和《深圳证券交易所股票上市规则》（2025 年修订） 等相关法律法规，结合公司治理实际需求，对《 ...

旺能环境股份有限公司 内幕信息知情人登记管理制度 旺能环境股份有限公司 内幕信息知情人登记管理制度 （2025 年 8 月修订） 第一章 总则 第一条 为规范旺能环境股份有限公司（以下简称"公司"）内幕信息管理，完善 内、外部信息知情人管理事务，加强内幕信息保密工作，避免内幕交易，维护信息披露 的公平原则，保护广大投资者的合法权益，根据《中华人民共和国公司法》《中华人民 共和国证券法》《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管 指引第1号——主板上市公司规范运作》《上市公司信息披露管理办法》《上市公司监 管指引第5号——上市公司内幕信息知情人登记管理制度》等法律、法规和《公司章程》 的有关规定，并结合公司实际情况，制定本制度。 第二条 公司董事会是内幕信息的管理机构，董事长为主要责任人，董事会秘书负 责办理公司内幕信息知情人的登记入档事宜。证券部协助董事会秘书做好各方内幕信息 知情人档案的汇总。 第三条 公司证券部是公司的信息披露机构，未经董事会批准同意，公司任何部门 和个人不得向外界泄露、报道、传送有关涉及公司内幕信息及信息披露的内容。 第四条 本制度规定的内幕信息知情人应做好内幕信息的 ...

Group 1 - The company reported a revenue of 1.701 billion yuan for the first half of 2025, representing a year-on-year growth of 7.00% [1] - The net profit for the same period was 382 million yuan, showing a year-on-year increase of 5.24% [1] - The company plans to distribute a cash dividend of 2 yuan (including tax) for every 10 shares based on a total of 425 million shares [1]

Financial Performance - The company's operating revenue for the current reporting period reached ¥1,701,364,039.86, representing a 7.00% increase compared to ¥1,590,005,193.40 in the same period last year [25]. - Net profit attributable to shareholders was ¥381,656,953.46, up 5.24% from ¥362,654,036.80 year-on-year [25]. - The net cash flow from operating activities was ¥623,744,117.49, reflecting a 5.00% increase from ¥594,057,747.98 in the previous year [25]. - The company reported a diluted earnings per share of ¥0.81, a significant increase of 26.56% from ¥0.64 in the previous year [25]. - The company's net profit for the current period is ¥387,240,902.30, an increase of 9.4% compared to ¥355,276,533.32 from the previous period [189]. - The basic earnings per share increased to ¥0.90 from ¥0.84, representing a growth of 7.1% [189]. - Total revenue for the period reached 948 million, reflecting a growth of 6.9% compared to the previous period [200]. - The company reported a net profit margin of 9.7%, indicating a stable profitability level [200]. Dividend and Profit Distribution - The company reported a cash dividend of 2 RMB per 10 shares, totaling approximately 84.92 million RMB based on 424,618,137 shares [6]. - The company has a profit distribution plan that includes a cash dividend of 2 yuan per 10 shares, with a total of 9,366,000 shares accounted for [99]. - The company is committed to distributing at least 30% of the average distributable profit over the past three years as cash dividends to shareholders, in accordance with its three-year shareholder return plan [104]. Market Expansion and Strategy - The company aims to enhance its market presence through strategic expansions and potential mergers and acquisitions, although specific targets were not disclosed [7]. - The company plans to expand its market presence internationally, particularly in Southeast Asia, leveraging its technological and cost advantages [34]. - The company is focusing on smart upgrades in the waste-to-energy sector, utilizing AI control systems and big data to enhance operational efficiency [35]. - The company is exploring strategic acquisitions to enhance its product portfolio and market reach [200]. Research and Development - The company is committed to ongoing research and development of new technologies to improve operational efficiency and environmental sustainability [19]. - Research and development expenses increased by 9.80% to approximately ¥61 million, indicating a commitment to innovation and technology advancement [72]. - The company reported a significant increase in research and development expenses to ¥61,461,668.28 from ¥55,975,830.99, an increase of about 9% [188]. - The company is focusing on innovative technologies and product enhancements [200]. Corporate Governance and Social Responsibility - The report indicates a strong commitment to corporate governance and social responsibility, aligning with industry best practices [19]. - The company emphasizes the importance of environmental responsibility, operating waste incineration power generation projects and kitchen waste disposal projects across the country [103]. - The company actively participates in social welfare activities, contributing to poverty alleviation and rural revitalization through various initiatives, including education support and material donations [109]. - The company adheres to principles of honesty and integrity, ensuring fair competition and compliance with commercial ethics [104]. Operational Efficiency and Cost Management - The management highlighted the importance of adapting to market trends and consumer demands in their future strategies [19]. - Operating expenses were managed effectively, with a reduction of 2.8% year-over-year, contributing to improved margins [200]. - The company is focusing on technological upgrades, including low-temperature SCR catalysts and efficient desulfurization processes, which are expected to save significant amounts of steam and electricity [58]. Risk Management - The management discussed potential risks and countermeasures in the operational environment, emphasizing the importance of risk awareness for investors [7]. - The company is facing risks related to insufficient waste volume due to increased waste classification policies, and plans to explore local waste potential to enhance economic benefits [93]. - The company has implemented a risk assessment system to identify and manage operational risks effectively [104]. Legal Matters - The company is currently involved in a lawsuit with a claim amount of 1,022.67 million CNY, which is under appeal in the second instance [117]. - A total of 4,845.5 million CNY is involved in a pending lawsuit regarding a contract dispute with a local environmental service company [118]. - The company has successfully settled a labor dispute for 21.84 million CNY through mediation [117]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 16,641, with significant shareholders including Meixinda Group holding 33.68% and Dan Jianming holding 17.16% [157]. - The company has a total of 2,153,788 restricted shares held by executives, all of which remain locked up [155]. - The company plans to utilize repurchased shares for employee stock ownership plans or convertible bond conversions [152]. Environmental Compliance - The company faced an administrative penalty of 100,000 yuan for failing to prevent environmental pollution related to 56 tons of aggregate tailings [120]. - The company implemented corrective measures including transporting tailings back to the factory and enhancing management practices to ensure compliance with environmental regulations [121]. - The company has established a strict environmental operation standard to enhance resource utilization and ensure sustainable development [108].

Core Viewpoint - On August 25, 2023, brokerage firms provided target prices for listed companies, with notable increases in target prices for companies in the agriculture, coal mining, and construction materials sectors, indicating potential investment opportunities in these industries [1][2]. Target Price Increases - The companies with the highest target price increases were: - Longping High-Tech (隆平高科) with a target price increase of 38.75% to 14.00 CNY [2] - Xinji Energy (新集能源) with a target price increase of 37.40% to 9.00 CNY [2] - Beixin Building Materials (北新建材) with a target price increase of 36.57% to 36.90 CNY [2] Brokerage Recommendations - A total of 163 listed companies received brokerage recommendations on August 25, with notable mentions: - Shede Liquor (舍得酒业) received 4 recommendations [4] - Shuiyang Co. (水羊股份) and Marubi Biotechnology (丸美生物) each received 3 recommendations [4] Rating Adjustments - One company had its rating upgraded: - Guodian Power (国电电力) was upgraded from "Hold" to "Buy" by Huayuan Securities [5] - Three companies had their ratings downgraded: - Minhe Livestock (民和股份) from "Buy" to "Hold" [6] - Chifeng Gold (赤峰黄金) from "Buy" to "Hold" [6] - Silan Microelectronics (士兰微) from "Buy" to "Hold" [6] First-Time Coverage - Seven companies received first-time coverage with positive ratings: - Ganhua Science and Technology (甘化科工) received a "Buy" rating from Dongwu Securities [7] - Wangneng Environment (旺能环境) received a "Buy" rating from Xinda Securities [7] - Yingliu Co. (应流股份) received an "Increase" rating from Shanxi Securities [7] - New Clean Energy (新洁能) received an "Increase" rating from Industrial Securities [7] - Weijian Medical (稳健医疗) received a "Buy" rating from Northeast Securities [7]

Investment Rating - The investment rating for the company is "Buy" [2] Core Views - The company is a leading player in the solid waste treatment industry, focusing on expanding its operations both domestically and internationally, while also exploring synergies with data centers [4][9] - The company has a strong operational foundation with a significant increase in revenue and net profit in Q1 2025, indicating a positive trend despite previous years of decline [4][16] - The company is actively pursuing innovative business models, including collaborations with data centers and international project expansions, which are expected to drive future growth [4][7] Summary by Sections Company Overview - The company, Wangen Environment, has been deeply involved in the solid waste industry for nearly two decades, with a focus on garbage incineration and kitchen waste treatment [4][9] - As of Q1 2025, the company has an operational garbage incineration capacity of 21,820 tons/day and kitchen waste capacity of 2,810 tons/day, primarily concentrated in Zhejiang Province [4][34] Financial Performance - The company experienced a revenue decline in 2023-2024 due to reduced BOT project construction income and losses in the recycling segment, but it achieved a revenue growth of 11.1% and a net profit growth of 10.62% in Q1 2025 [4][16] - The operational business (garbage incineration and kitchen waste treatment) contributed over 80% of total revenue and 104% of gross profit, highlighting its stable operational attributes [4][20] Profitability and Margins - The company's garbage incineration business has a gross margin of 48% in 2024, which is above the industry average of 43.4%, attributed to high capacity utilization and operational efficiency [4][40] - The company maintains a capacity utilization rate of around 120%, which is among the highest in the industry, supporting its profitability [4][40] Strategic Initiatives - The company is exploring a new model that combines garbage incineration with data centers, having completed the approval for the "Zero Carbon Intelligent Computing Center" in Huzhou [4][7] - The company has signed a contract with the Vietnamese government to build a 600 tons/day waste treatment project, marking a significant step in its international expansion strategy [4][7] Future Projections - Revenue projections for 2025-2027 are estimated at 3.239 billion, 3.406 billion, and 3.631 billion yuan, with corresponding net profits of 694 million, 760 million, and 809 million yuan [4][6]

Group 1 - The controlling shareholder, Meixin Da Group, plans to increase its stake in Wangneng Environment starting from March 13, 2025, for a period of six months through centralized bidding on the Shenzhen Stock Exchange [1] - As of August 15, 2025, Meixin Da Group has cumulatively increased its holdings by 5,724,356 shares, representing 1.32% of the total share capital, with a total transaction amount of 100.019 million yuan [1] - Following this increase, Meixin Da Group's shareholding will rise from 142,866,210 shares to 148,590,566 shares, increasing its ownership percentage from 33.52% to 34.24% of the total share capital [1]

Core Viewpoint - The controlling shareholder, Meixin Da Group, has completed its shareholding increase plan for Wangneng Environment Co., Ltd., demonstrating confidence in the company's long-term investment value and aiming to boost investor confidence [2][5]. Group 1: Shareholding Increase Plan - Meixin Da Group initiated a shareholding increase plan on March 13, 2025, with a total investment amount between RMB 100 million and RMB 200 million, without a set price range [2]. - As of August 15, 2025, Meixin Da Group had cumulatively increased its shareholding by 5,724,356 shares, representing 1.32% of the company's total share capital, with a total transaction amount of RMB 100,001,927.42 [5]. - The increase in shareholding was executed through the Shenzhen Stock Exchange's centralized bidding system [2][5]. Group 2: Progress of Shareholding Increase - By April 8, 2025, Meixin Da Group had acquired 989,056 shares, accounting for 0.23% of the total share capital, with a transaction amount of RMB 18,334,507 [3]. - By April 30, 2025, the total shares acquired increased to 1,995,556, representing 0.46% of the total share capital, with a transaction amount of RMB 35,296,754 [3]. - By June 30, 2025, the total shares acquired reached 3,306,756, accounting for 0.76% of the total share capital, with a transaction amount of RMB 58,206,143 [4]. Group 3: Compliance and Future Commitments - The shareholding increase plan complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [7]. - Meixin Da Group and its concerted actors have committed not to reduce their shareholding within six months following the completion of the increase plan [7].

格隆汇8月19日丨旺能环境(002034.SZ)公布，公司收到美欣达集团出具的《关于增持计划实施完成的告 知函》，截至2025年8月15日，美欣达集团通过深圳证券交易所交易系统以集中竞价交易方式累计增持 公司股票5,724,356股，占公司目前总股本的1.32%，成交总金额为人民币100,001,927.42元（不含交易费 用等），本次增持计划实施完成。 ...