2026 年第一次临时股东会的 法律意见书 中国﹒厦门 厦禾路 666 号海翼大厦 A 幢 16、17、25、27 楼 厦门·上海·福州·泉州·龙岩 http://www.tenetlaw.com 关于厦门中创环保科技股份有限公司 关于厦门中创环保科技股份有限公司 2026 年第一次临时股东会的法律意见书 [2026]天衡意字第 027 号 致：厦门中创环保科技股份有限公司 根据《中华人民共和国公司法》（以下简称《公司法》）《上市公司股东会 规则》（以下简称《股东会规则》）和《厦门中创环保科技股份有限公司章程》 （以下简称《公司章程》）的规定，福建天衡联合律师事务所（以下简称"本所"） 接受厦门中创环保科技股份有限公司（以下简称"公司"）的委托，指派林沈纬 律师、张龙翔律师（以下简称"本所律师"）出席公司 2026 年第一次临时股东 会，并出具法律意见。 为出具本法律意见书，本所律师于 2026 年 2 月 25 日参加公司本次股东会， 对本次股东会的召集、召开程序和出席本次股东会的人员的资格进行了审查，对 本次股东会的表决过程进行见证，并审查了公司提供的本次股东会的有关文件。 律师声明事项： 1. 本所及经 ...

Market Performance - The A-share market experienced a strong rally from February 2025 to February 2026, with the Shanghai Composite Index rising from around 3200 points to over 4000 points, a cumulative increase of 25.58% [1] - The Shenzhen Component Index saw an impressive rise from approximately 11000 points to over 15000 points, achieving a growth of 38.84% [1] - The ChiNext Index surged from 2200 to 3500 points, marking a nearly 59% increase, while the Sci-Tech Innovation 50 Index rose over 64% [1] Stock Performance - Out of 5484 stocks in the market, 4788 stocks recorded gains, resulting in an upward ratio exceeding 87% [2] - A total of 869 stocks doubled in price, with over 100 stocks experiencing price increases between 2x to 20x [2] Investor Sentiment - Investors were seen celebrating their profits, sharing screenshots of earnings on social media, and queues formed at brokerage offices for new account openings [3] Declining Stocks - Despite the overall market rally, over 700 stocks declined, with the top 10 decliners experiencing significant drops, some nearly halving in value, and the smallest decline being 42% [4] - Specific companies like Huaxing Chuangye saw their stock price plummet from a high of 15.88 yuan to 6.18 yuan, a drop of 63%, with projected losses for 2024 and 2025 [5] - Shijin Technology's stock fell from 39.63 yuan to 14.90 yuan, a decline of 62.5%, with significant losses anticipated for 2025 due to overcapacity in the photovoltaic industry [7][8] - Other companies like Kang Le Wei Shi and Zhong Bai Group also faced severe declines, with stock prices dropping 60% and 55% respectively, alongside continuous losses and operational challenges [9][10] Industry Challenges - The photovoltaic industry is experiencing a downturn, with significant price drops in components and overcapacity issues affecting companies like Shijin Technology and Zhongxin Bo [31][32] - Traditional retail, represented by Zhong Bai Group, is struggling with declining foot traffic and profitability due to the rise of e-commerce and changing consumer habits [30] - The agricultural sector, particularly in pig farming, is facing challenges with prices below production costs, leading to substantial losses for companies like Longda Meishi [30] Conclusion - The market rally has been accompanied by significant disparities in stock performance, with many companies facing severe operational and financial challenges despite the overall positive market sentiment [33][34]

Core Viewpoint - The company Zhongchuang Environmental Protection (300056) forecasts a net loss of 90 million to 135 million yuan for 2025, primarily due to insufficient operations in its hazardous waste subsidiary and intensified market competition leading to revenue decline [1][2]. Financial Performance - The company expects a net profit loss attributable to shareholders of 90 million to 135 million yuan for 2025, mainly due to low operational rates in the hazardous waste sector and increased market competition affecting revenue [2]. Capital Increase Plan - The company plans to issue shares to specific investors to raise no more than 500 million yuan for working capital, a plan that has been accepted by the Shenzhen Stock Exchange. If successful, the debt-to-asset ratio is expected to decrease from 87.4% to 44.33%, potentially improving the financial situation [3]. Business Development - The company has disposed of five loss-making subsidiaries and is focusing on core businesses such as filtration materials, which have a gross profit margin of 23.83%. Additionally, it is exploring new growth opportunities in intelligent computing, although there has been no substantial progress reported yet [4]. Stock and Fund Performance - The company's stock has shown volatility, with a 2.03% increase on February 9, 2026, but there was a net outflow of 10.20 million yuan in principal funds, indicating mixed market sentiment [5].

证券代码：300056 证券简称：中创环保 公告编号：2026-014 厦门中创环保科技股份有限公司 关于召开 2026 年第一次临时股东会的通知 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。 重要提示： 根据《公司法》及《公司章程》的有关规定，经厦门中创环保科技股份有限公司（以下 简称"公司"）第六届董事会第十七次会议审议通过，公司决定于 2026 年 2 月 25 日 14:30 以 现场与网络投票相结合的方式召开 2026 年第一次临时股东会；现将召开本次临时股东会的相 关事项公告通知如下： 一、召开会议的基本情况 1.股东会届次：2026 年第一次临时股东会 2.股东会的召集人：董事会 3.本次会议的召集、召开符合《中华人民共和国公司法》《深圳证券交易所创业板股票上 市规则》《深圳证券交易所上市公司自律监管指引第 2 号—创业板上市公司规范运作》等法律、 行政法规、部门规章、规范性文件及《公司章程》的有关规定。 4.会议时间： 7.出席对象： （1）在股权登记日持有公司已发行有表决权股份的股东或其代理人： 于股权登记日下午收市时在中国证券登记结算有限 ...

Market Performance - The environmental governance sector increased by 0.53% compared to the previous trading day, with ST Jinglan leading the gains [1] - The Shanghai Composite Index closed at 4102.2, up by 0.85%, while the Shenzhen Component Index closed at 14156.27, up by 0.21% [1] Top Gainers in Environmental Governance - ST Jinglan (000711) closed at 2.46, up by 5.13% with a trading volume of 1.74 million shares and a transaction value of 427 million yuan [1] - Qidi Environment (000826) closed at 2.13, up by 4.41% with a trading volume of 746,800 shares and a transaction value of 158 million yuan [1] - Zhongchuang Environmental Protection (300056) closed at 9.68, up by 3.31% with a trading volume of 222,700 shares and a transaction value of 212 million yuan [1] Top Losers in Environmental Governance - United Water (603291) closed at 11.44, down by 9.99% with a trading volume of 168,100 shares and a transaction value of 196 million yuan [2] - Tongyuan Environment (688679) closed at 47.86, down by 5.32% with a trading volume of 52,200 shares and a transaction value of 251 million yuan [2] - Zhonglan Environmental Protection (300854) closed at 22.93, down by 2.92% with a trading volume of 43,500 shares and a transaction value of 101 million yuan [2] Capital Flow Analysis - The environmental governance sector experienced a net outflow of 439 million yuan from institutional investors, while retail investors saw a net inflow of 459 million yuan [2][3] - The top net inflows from retail investors were observed in Huicheng Environmental Protection (300779) with a net inflow of 91.66 million yuan [3] - The top net outflows from institutional investors were noted in Huicheng Environmental Protection (300779) with a net outflow of 91.66 million yuan [3]

Market Performance - The environmental governance sector increased by 1.66% on February 3, with Sains leading the gains [1] - The Shanghai Composite Index closed at 4067.74, up 1.29%, while the Shenzhen Component Index closed at 14127.1, up 2.19% [1] Top Gainers in Environmental Governance Sector - The top-performing stocks included: - Sains (688480) with a closing price of 81.99, up 13.25% and a trading volume of 39,500 shares, totaling 313 million yuan [1] - Zhonglan Environmental (300854) at 23.62, up 7.46% with 63,300 shares traded, amounting to 148 million yuan [1] - Shanghai Xianba (603200) at 81.85, up 6.28% with 70,000 shares traded, totaling 560 million yuan [1] Decliners in Environmental Governance Sector - Notable decliners included: - Xuelang Environment (300385) at 11.34, down 1.99% with a trading volume of 250,700 shares, totaling 278 million yuan [2] - Guozhong Water (600187) at 2.12, down 1.85% with 973,700 shares traded, amounting to 206 million yuan [2] - Delinhai (688069) at 23.98, down 1.07% with 20,800 shares traded, totaling 50.4 million yuan [2] Capital Flow in Environmental Governance Sector - The environmental governance sector saw a net inflow of 130 million yuan from institutional investors, while retail investors experienced a net outflow of 54.53 million yuan [2] - The main stocks with significant capital inflow included: - Fuzhijie Technology (688335) with a net inflow of 52.43 million yuan, accounting for 13.68% of the total [3] - Huicheng Environmental (300779) with a net inflow of 36.99 million yuan, representing 7.20% [3] - Gaon Environment (603588) with a net inflow of 35.59 million yuan, making up 7.46% [3]

Group 1 - The company Zhongchuang Environmental Protection announced an earnings forecast on January 30, expecting a net loss attributable to shareholders of 90 million to 135 million yuan for 2025, compared to a net loss of approximately 109 million yuan in the same period last year [1] - The primary reason for the performance change is the insufficient operating rate of a key subsidiary in the hazardous waste sector, leading to losses in that segment, along with impairment testing and provisions made by the company [1] - The company also reported a year-on-year decline in revenue due to intense market competition, which contributed to the expected decrease in net profit for 2025 [1]

Financial Performance - The company expects a net loss of 90 million yuan for the fiscal year 2025, compared to a loss of 135 million yuan in the previous year[3]. - The revenue for 2025 is projected to be 370 million yuan, down from 405 million yuan in the previous year, reflecting a year-over-year decline[3]. - The net profit after deducting non-recurring gains and losses is expected to be a loss of 92 million yuan, compared to a loss of 137 million yuan in the previous year[3]. Revenue Decline Factors - The decline in revenue is attributed to insufficient operating rates in the hazardous waste sector and intensified market competition[5]. - The company has conducted impairment testing and recognized impairment losses in response to the losses in its hazardous waste segment[5]. Compliance and Reporting - The company has not triggered any delisting risk warnings as of the announcement date[6]. - The financial data presented is preliminary and has not been audited by an accounting firm[4].

Core Insights - On January 28, Zhongchuang Environmental conducted a block trade of 249,800 shares, with a transaction value of 2.0059 million yuan, accounting for 1.41% of the total trading volume for the day [1][2] - The transaction price was 8.03 yuan per share, representing a discount of 11.56% compared to the market closing price of 9.08 yuan [1] Summary by Category Transaction Details - Transaction Date: January 28, 2026 [2] - Security Code: 300056 [2] - Security Name: Zhongchuang Environmental [2] - Transaction Price: 8.03 yuan [2] - Transaction Volume: 249,800 shares [2] - Transaction Amount: 2.0059 million yuan [2] - Buyer Brokerage: China Zhongjin Wealth Securities [2] - Seller Brokerage: Shenwan Hongyuan Securities Co., Ltd. Dalian Port Branch [2]

关于参加最近一次独立董事培训的书面承诺 厦门中创环保科技股份有限公司独立董事候选人 厦门中创环保科技股份有限公司（以下简称"公司 "）于 2026 年 1 月 26 日召开第六届董事会第十七次会议，本人王超芳被提名为公司第六届董事会独立 董事候选人。截至本承诺签署之日，本人尚未取得深圳证券交易所认可的独立董 事资格证书或培训证明。 证券代码：300056 证券简称：中创环保 公告编号：2026-010 根据《上市公司独立董事管理办法》《深圳证券交易所上市公司自律监管指 引第 2 号——创业板上市公司规范运作》等相关规定，为更好地履行独立董事职 责，本人承诺如下：由于本人尚未取得独立董事资格证书，承诺参加最近一次独 立董事培训，并取得深圳证券交易所认可的独立董事资格证书。公司将公告本人 的上述承诺。 承诺人： 王超芳 2026 年 1 月 26日 ...