致：中节能环境保护股份有限公司 北京市大地律师事务所 关于中节能环境保护股份有限公司 2024 年年度股东大会的法律意见书 大地律股字[2025]第 250316 号 根据《中华人民共和国证券法》、《中华人民共和国公司法》、中国证券监 督管理委员会《上市公司股东大会规则》（以下称"《股东大会规则》"）、《律 师事务所从事证券法律业务管理办法》（以下称"《证券法律业务管理办法》"） 及中节能环境保护股份有限公司（以下称"节能环境"或"公司"）章程的有关 规定，北京市大地律师事务所（以下称"本所"）指派律师出席了节能环境 2024 年年度股东大会（以下称"本次股东大会"），并出具本法律意见书。 本所律师已经按照《股东大会规则》的要求对本次股东大会的真实性、合法 性进行了核查和验证（以下称"查验"）并发表法律意见，本法律意见书中不存 在虚假记载、误导性陈述及重大遗漏。 本法律意见书仅供本次股东大会之目的使用，不得被任何人用于其他任何目 的。本所律师同意将本法律意见书随本次股东大会其他信息披露资料一并公告。 本所律师根据《股东大会规则》、《证券法律业务管理办法》的相关要求， 按照律师行业公认的业务标准、道德规范和勤勉 ...

Group 1: Employee Structure and Operations - Total number of employees decreased from 4,632 in 2023 to 4,578 in 2024, with production staff dropping from 2,511 to 2,415, indicating a shift in workforce structure due to automation [2][3] - The company does not engage in hazardous waste treatment, focusing instead on solid waste management [2][3] Group 2: Financial Performance and Projections - The environmental segment's operating cost for 2024 is projected at CNY 3.473 billion [4][13] - Revenue from solid waste treatment equipment increased by 11.5% in 2024, but gross margin decreased by 3.4 percentage points [4][5] - Government subsidies accounted for 27% of net profit in 2024, raising concerns about future profitability if subsidy policies change [9][12] Group 3: Customer Concentration and Risk Management - The concentration of major customers (CR5) reached 83% in 2024, with the largest customer representing 58%, highlighting potential dependency risks [6][9] - The company reported that the top five customers accounted for 33.55% of total sales, with the largest customer contributing 11.62% [6][9] Group 4: Cash Flow and Debt Management - Operating cash flow net amount decreased by 2.27% year-on-year, while net profit fell by 16.14% [8][11] - The asset-liability ratio improved to 54.27% in 2024 from 60.57% in the previous year, indicating better financial stability [8][11] - Short-term borrowings decreased by 94.07% from CNY 1.25 billion in 2023 to CNY 740 million in 2024 [7][8] Group 5: Market Position and Competitive Strategy - The company holds a 7%-8% market share in the national waste incineration sector, with plans to enhance competitiveness in high-end equipment [10][12] - Capital expenditures dropped by 31% in 2024, raising questions about future investments in carbon capture technologies [12][13] Group 6: Investment and Future Outlook - The first quarter of 2025 saw a net profit of CNY 282 million, a 42.72% increase compared to the same period last year [14][15] - The company is focused on enhancing operational quality and shareholder returns through strategic investments and market development [14][15]

Group 1: Business Operations - The company's waste incineration project operates with a daily processing capacity of over 50,000 tons, handling more than 20 million tons of solid waste annually, and generating over 5 billion kWh of electricity each year. This accounts for approximately 7%-8% of the national waste incineration capacity [2] - The company plans to enhance market development, promote mergers and acquisitions, implement refined management, and diversify income sources to improve profitability in the waste incineration sector [2] Group 2: Project Developments - The integration of waste incineration projects from China Environmental Protection into the company is currently in the preparatory phase, focusing on stakeholder communication and management improvements [2] - The market promotion of the company's "county-level small waste incineration equipment technology" has been implemented in two pilot projects [2] Group 3: Financial Performance - The environmental equipment segment faced losses last year due to intensified industry competition leading to decreased profit margins, and the transformation of the Tangshan equipment business, which has not secured new orders [3] - As of the end of 2024, accounts receivable primarily consist of waste disposal fees and government subsidies, with expectations for improved recovery due to government debt reduction measures [3] Group 4: Strategic Planning - The company is exploring overseas markets, particularly in regions aligned with the Belt and Road Initiative, focusing on countries with favorable policies, strong economic growth, and urgent environmental needs [3] - In Q1 2025, the company achieved a year-on-year net profit increase of over 40%, driven by collaborative business market expansion and cost management [3]

Group 1: Market Performance and Stock Management - The company's stock price has been declining, with a significant drop from 60 to 5 [9] - The company emphasizes enhancing development quality and value creation as the foundation for market value management [10] - In 2024, the company plans to distribute cash dividends exceeding 60% of the net profit attributable to shareholders [3][10] Group 2: Financial Performance - In 2024, the company achieved operating revenue of 5.919 billion yuan, remaining stable year-on-year [4] - The total profit for 2024 was 846 million yuan, reflecting a year-on-year increase of 2.57% [4] - The net profit for 2024 was 629 million yuan, with a 11.22% increase in the first quarter of 2025 compared to the same period last year [9][10] Group 3: Industry Position and Future Outlook - The company operates in a stable industry, with a significant market share in waste incineration, processing over 20 million tons of waste annually [8] - The waste incineration sector is expected to grow positively, driven by national ecological initiatives and the "dual carbon" goals [6] - The company aims to expand its revenue sources through market development, mergers, and resource utilization [7][8]

证券代码：300140 证券简称：节能环境 公告编号：2025-20 中节能环境保护股份有限公司 关于参加"2025 年陕西辖区上市公司投资者集体接待日暨 中节能环境保护股份有限公司董事会 2025 年 5 月 13 日 为促进上市公司规范运作、健康发展，增强上市公司信息透明度，加强与广 大投资者沟通交流，进一步提升投资者关系管理水平，陕西上市公司协会在陕西 证监局指导下，联合深圳市全景网络有限公司举办"2025 年陕西辖区上市公司 投资者集体接待日暨 2024 年度业绩说明会"。 届时，公司相关高管人员将通过互动平台与投资者进行网络沟通和交流，欢 迎广大投资者踊跃参加！ 活动时间：2025年5月20日15:00-17:00。 活动地址："全景路演"。 网址：http://rs.p5w.net。 特此公告。 2024 年度业绩说明会"的公告 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。 ...

Core Viewpoint - The company has undergone a significant asset restructuring in 2023, enhancing its operational capacity and financial stability through the integration of waste-to-energy assets and the introduction of new shareholders [1][2]. Group 1: Asset Restructuring and Financial Performance - In 2023, the company completed a major asset restructuring with China Environmental Protection, injecting waste-to-energy assets into the listed company and raising 3 billion yuan through a private placement [1]. - The company reported a Q1 2025 revenue of 1.422 billion yuan, a slight decrease of 0.16% year-on-year, while net profit attributable to shareholders increased by 42.72% to 282 million yuan [9]. Group 2: Project Expansion and Operational Strategy - The current operational scale of the company's waste incineration projects exceeds 50,000 tons per day, with plans for further expansion through mergers, overseas market development, and small-scale project development [2]. - The company is actively pursuing the integration of its waste management projects and is preparing for the injection of projects currently operated by its controlling shareholder [2]. Group 3: Revenue and Cost Management - The company has seen a steady increase in revenue from collaborative waste treatment services, with a focus on cost management leading to a reduction in operating costs [7]. - The company has a significant portion of its accounts receivable tied to government subsidies, accounting for approximately 28% of total receivables [5]. Group 4: Strategic Positioning and Future Outlook - The company is positioned as a key platform for solid waste management and resource recycling within the controlling shareholder's ecosystem, receiving strong support from China Energy Conservation [7]. - The company plans to maintain a dividend payout ratio exceeding 60% in 2024, with future shareholder return strategies to be aligned with operational performance [8].

Group 1: Major Asset Restructuring - In 2023, the company underwent a significant asset restructuring with China Environmental Protection, injecting waste-to-energy assets into the listed company, completing a capital increase of 3 billion CNY [2] - New shareholders include Guoxin Jianyuan, Guoxin Development, and the National Green Development Fund, enhancing the company's development quality [2] Group 2: Project Scale and Expansion Plans - The current operational scale of waste incineration projects exceeds 50,000 tons per day [2] - Future expansion plans include mergers and acquisitions, overseas market development, small-scale project development, existing project enhancement, and full industry chain exploration [2] Group 3: Financial Performance and Revenue Structure - The management of 23 subsidiaries under a trust agreement generates an annual income of 6.1 million CNY, with a reduction of 200,000 CNY for each subsidiary removed [2] - As of the end of 2024, accounts receivable primarily consist of waste disposal fees and national subsidies, with national subsidies accounting for approximately 28% [3] Group 4: Challenges and Strategic Responses - The probability of default on national subsidy receivables is low, but the recovery progress is subject to government settlement cycles [3] - The environmental equipment sector experienced a significant revenue decline in 2024 due to intensified industry competition and ongoing business transformation [3] Group 5: Asset Impairment and Management - In 2024, the company recognized an asset impairment loss of 105.95 million CNY, mainly due to goodwill impairment of 56.45 million CNY for Zhaosheng Environmental [3] - The company anticipates that while the aging of receivables may increase bad debt provisions, proactive collection management could mitigate some risks [3] Group 6: Shareholder Returns and Market Management - The company’s mid-year and annual dividend payout ratio exceeded 60% in 2024, with plans to continue enhancing shareholder returns [4] - As a central enterprise, the company is required to conduct market value management and assessments in accordance with relevant regulations [4]

Core Viewpoint - The capital story of China Energy Conservation and Environmental Protection Group Co., Ltd. (referred to as "China Energy Conservation") and its core listed platform, Energy Conservation Environment (300140.SZ), has experienced significant ups and downs, with a notable turnaround in 2023 due to a major restructuring in the waste incineration power generation sector, leading to a return to profitability after four consecutive years of losses [2][6][12]. Group 1: Financial Performance - In 2024, the company achieved a net profit of 6.05 billion yuan, a decrease of 14.49% year-on-year, while its operating revenue fell by 3.67% to 59.19 billion yuan [12][21]. - The company's non-recurring net profit reached 5.88 billion yuan, marking a substantial increase of 166.65% compared to the previous year [12][21]. - The fourth quarter of 2024 saw a significant loss, with a net profit loss of 583.9 million yuan, attributed to various impairment losses and asset disposals [12][15]. Group 2: Business Segments - The solid waste treatment segment accounted for over 80% of the company's revenue, becoming the core pillar of its performance, while the environmental equipment segment's revenue declined by 40% year-on-year [6][16][19]. - The company processed a total of 2,015,870 tons of solid waste in 2024, including 1,921,560 tons of municipal waste, generating 5.365 billion kWh of green electricity [16][21]. - The environmental equipment segment's revenue was only 2.19 billion yuan, representing just 3.70% of total revenue, with a negative gross margin of -34.65% [16][19]. Group 3: Market Position and Challenges - The company has become a leading player in the domestic waste incineration power generation industry, managing over 40 waste incineration projects with a daily processing capacity exceeding 50,000 tons [6][11]. - Despite the turnaround, the company faces challenges such as increasing accounts receivable, which rose to 51.09 billion yuan, representing 16.75% of total assets, and a receivable-to-revenue ratio that increased from 65% to 77% [21][22]. - The introduction of a new PPP mechanism is expected to attract more private enterprises into the sector, leading to intensified competition in new projects [21][23].

中信证券股份有限公司 关于 中节能环境保护股份有限公司 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 之 2024年度持续督导意见 暨持续督导总结报告 独立财务顾问 二〇二五年五月 声 明 中信证券股份有限公司（以下简称"本独立财务顾问"）接受中节能环境保 护股份有限公司（以下简称"上市公司""公司""节能环境"）的委托，担任 其 2023 年度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的独立财 务顾问。 根据《中华人民共和国公司法》《中华人民共和国证券法》和《上市公司重 大资产重组管理办法》等法律规范的有关规定，按照证券行业公认的业务标准、 道德规范，本着诚实信用、勤勉尽责的态度，本独立财务顾问经过审慎核查，结 合上市公司 2024 年年度报告，出具本持续督导意见。 1、本持续督导意见所依据的文件、材料由交易各方提供，本次交易各方均 已向本独立财务顾问保证：其所提供的有关本次资产重组的相关信息真实、准确 和完整，没有虚假记载、误导性陈述或者重大遗漏。 2、本独立财务顾问已按照规定履行尽职调查义务，有充分理由确信所发表 的专业意见与上市公司披露的文件内容不存在实质性差异。 3、本持续督导意见不 ...

Core Viewpoint - The company,节能环境, reported significant growth in its 2024 annual results, with a revenue of 5.919 billion yuan and a net profit of 605 million yuan, reflecting a year-on-year increase of 166.65% in net profit [1][4]. Business Segments Waste-to-Energy Business - The company focuses on providing comprehensive waste management services, aligning with national ecological and environmental strategies, and has developed a profitable model centered on waste treatment and electricity generation [1][4]. - The company is expanding its services to include the treatment of kitchen waste, sludge, and the harmless disposal of dead livestock, enhancing economic efficiency [1]. Environmental Equipment Business - The subsidiary, 中节能兆盛环保有限公司, is a leading manufacturer in the wastewater treatment equipment sector, involved in the design, research, manufacturing, and sales of various environmental equipment [2]. - The company has engaged in research for small-scale waste incineration technology and has completed prototype manufacturing for this equipment [2]. Electrical Equipment Business - The subsidiary, 中节能西安启源机电装备有限公司, produces various electrical equipment and is advancing towards smart manufacturing solutions [3]. - The company has supplied over 2,600 units of equipment to nearly 500 enterprises, maintaining a leading market share and exporting to over 50 countries [3]. Financial Performance - In 2024, the company achieved a total solid waste treatment volume of 20.1587 million tons and generated 5.365 billion kWh of electricity [4]. - The company plans to distribute a total cash dividend of 372 million yuan for the year [1]. Innovation and R&D - The company increased its R&D investment to 169 million yuan, with a research intensity of 2.86% [5]. - It has received multiple national and provincial-level recognitions for its technological advancements and has filed 216 patents, including 58 invention patents [5]. Future Development Strategy - The company has established a business development framework centered on waste incineration, supported by multi-source waste treatment and equipment manufacturing [6]. - It aims to enhance its core competitiveness in waste management while adhering to green and low-carbon development principles [6].