证券代码：300140 证券简称：节能环境 公告编号：2025-31 中节能环境保护股份有限公司 2025年第二次临时股东会决议公告 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。 特别提示： 1.本次股东会无变更、否决议案的情形。 2.本次股东会不涉及变更前次股东会决议。 3.本次股东会以现场、视频及网络投票相结合的方式召开。 一、会议召开和出席情况 中节能环境保护股份有限公司（以下简称"公司"）2025年第二次临时股东 会（以下简称"本次股东会"）于2025年8月27日以公告形式发出会议通知，后 于2025年9月11日（星期四）下午15：30在北京市海淀区西直门北大街42号节能 大厦会议室以现场、视频及网络投票相结合的方式召开。本次股东会由公司董事 会召集，董事长周康先生主持，公司部分董事、监事、高级管理人员及公司聘请 的见证律师出席了本次会议。本次会议的召集、召开与表决程序符合法律、行政 法规、部门规章、规范性文件和《公司章程》的规定。 出席现场会议、视频参会和参加网络投票的股东及授权代表共121人，代表 股份2,596,841,257股，占公司有表决权 ...

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《上市公司股东会规则》（以下称"《股东会规则》"）、《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 2025 年第二次 临时股东会（以下称"本次股东会"），并出具本法律意见书。 本所律师已经按照《股东会规则》的要求对本次股东会的真实性、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会其他信息披露资料一并公告。 本所律师根据《股东会规则》、《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、道德规范和勤勉尽责精神，对本次股东会的相关文 件和有关事实进行了查验，现出具法律意见如下： 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 2025 年第二次临时股东会的法律意见书 大地 ...

Core Viewpoint - The company has demonstrated a stable revenue growth of 1.03% in the first half of 2025, while achieving a significant net profit increase of 24.61%, indicating effective cost management and operational efficiency [2][8]. Group 1: Financial Performance - The company's main revenue for the first half of 2025 reached 2.956 billion, with a year-on-year increase of 1.03% [8]. - The net profit attributable to shareholders was 545 million, reflecting a year-on-year growth of 24.61% [8]. - The company reported a gross profit margin of 38.4% and a debt ratio of 52.97% [8]. Group 2: Operational Efficiency - The company has focused on refining its operational management and reducing production and financing costs, which has led to improved profitability [2]. - The company is committed to enhancing its daily operational management to ensure steady performance improvement [2]. Group 3: Research and Development - The company has reduced its R&D expenses due to the completion of several major national technology projects, but continues to invest in key core projects to enhance technological innovation [3]. Group 4: Accounts Receivable Management - The company is actively managing its accounts receivable by monitoring high-value debts and utilizing information technology for efficient collection [4]. - The accounts receivable primarily consist of payments from local government departments and state-owned enterprises, which have a low probability of default [4]. Group 5: Market Strategy and Future Plans - The company is planning to explore new business opportunities while consolidating its core business in waste management, aiming for green and low-carbon development [6]. - The company has established a strategic framework for its future development, focusing on technological innovation and becoming a world-class enterprise [6].

Financial Performance - The company's revenue increased by only 1.03% in the first half of the year, while the net profit attributable to shareholders grew by 24.61%, indicating a significant improvement in profitability relative to revenue [2][3] - The company completed two cash dividend distributions in 2024, totaling over 360 million CNY, which accounted for 61.42% of the annual net profit [6] Research and Development - The company has reduced R&D expenses this year due to the completion of several major national technology projects last year, focusing resources on key core R&D projects [4] - Ongoing projects include the automatic control system for flue gas in waste incineration power plants and low-temperature denitrification catalysts [4] Accounts Receivable Management - The company is actively managing accounts receivable, focusing on high-risk debts and utilizing information technology for efficient collection [5] - Accounts receivable primarily consist of online electricity fees and waste treatment fees, with a low probability of default due to the nature of the counterparties [5] Market and Shareholder Engagement - The company's stock price is influenced by macroeconomic conditions, market sentiment, and industry dynamics, despite a 24.61% increase in net profit in the first half of 2025 [6] - The company plans to continue cash dividends, with a proposed amount of approximately 186 million CNY for 2025 [6] Strategic Development - The company has undergone strategic restructuring during the 14th Five-Year Plan, establishing a business model of "one core, two wings, and three supports" [6] - Future strategies include consolidating existing business while exploring new opportunities in carbon capture and energy storage, adhering to a green and low-carbon development philosophy [6]

Core Viewpoint - The recent financial report of Energy Conservation Environment (300140) shows a modest increase in revenue and a significant rise in net profit, indicating improved profitability and cost management [1] Financial Performance - Total revenue for the first half of 2025 reached 2.956 billion yuan, a year-on-year increase of 1.03% [1] - Net profit attributable to shareholders was 545 million yuan, up 24.61% year-on-year [1] - In Q2 2025, total revenue was 1.534 billion yuan, reflecting a 2.16% increase year-on-year [1] - Q2 net profit attributable to shareholders was 263 million yuan, a 9.69% increase year-on-year [1] Profitability Metrics - Gross margin improved to 38.4%, an increase of 2.67% year-on-year [1] - Net margin rose to 18.96%, reflecting a year-on-year increase of 23.27% [1] - Total selling, administrative, and financial expenses amounted to 400 million yuan, accounting for 13.51% of revenue, down 8.92% year-on-year [1] Key Ratios - Earnings per share (EPS) increased to 0.18 yuan, a rise of 25.21% year-on-year [1] - Cash flow per share was 0.25 yuan, a decrease of 5.09% year-on-year [1] - The company's net asset per share was 4.49 yuan, up 2.39% year-on-year [1] Historical Performance - The company's return on invested capital (ROIC) was 4.59% last year, indicating weak capital returns [3] - The historical median ROIC over the past decade was 4.86%, with a notably poor performance in 2020, where ROIC was -10.15% [3] - The company has reported losses in three of its 14 annual reports since going public, suggesting a fragile business model [3] Financial Health Indicators - Cash flow situation is concerning, with cash and cash equivalents to current liabilities ratio at 77.67% [4] - Debt situation is also a concern, with interest-bearing debt ratio reaching 25.72% [4] - Accounts receivable to profit ratio is alarmingly high at 847.26% [4]

Group 1 - The company reported a revenue of 2.956 billion yuan for the first half of 2025, representing a year-on-year increase of 1.03% [1] - The net profit attributable to shareholders was 545 million yuan, showing a year-on-year growth of 24.61% [1] - The company processed 9.4249 million tons of municipal solid waste, remaining stable compared to the previous year [1] Group 2 - The company has established 47 project companies engaged in waste-to-energy operations, covering 16 provinces in China [2] - The company has made significant progress in environmental protection equipment and electrical equipment sectors, with a focus on "water-solid integration" strategy [2] - The company has strengthened its R&D management, adding 75 new patents during the reporting period, including 15 invention patents [2] Group 3 - The company plans to distribute a cash dividend of 0.6 yuan per 10 shares, totaling approximately 186 million yuan to shareholders [2]

Group 1 - The core viewpoint of the article highlights the announcement made by Energy Conservation Environment (SZ 300140) regarding its board meeting and the composition of its revenue for the year 2024 [1] - The company reported that its revenue composition for 2024 is as follows: Environmental protection accounts for 91.64%, manufacturing accounts for 7.58%, and other industries account for 0.78% [1]

Core Viewpoint - The company has announced its 2025 interim profit distribution plan, which includes a cash dividend for shareholders based on the company's financial performance as of June 30, 2025 [1][2]. Summary by Sections 1. Review Procedure - The 2025 interim profit distribution plan was approved during the second independent director meeting of the company's eighth board on August 21, 2025, and will be submitted for review at the second extraordinary shareholders' meeting [1]. 2. Basic Situation of Profit Distribution Plan - The company has a surplus reserve of 34,143.15 million yuan and a total distributable profit of 34,195.93 million yuan as of June 30, 2025. The total share capital is 3,099,067,016 shares [2]. - A cash dividend of 0.6 yuan (including tax) will be distributed for every 10 shares, amounting to a total cash dividend of approximately 185,944,020.96 yuan [2]. 3. Reasonableness of Cash Dividend Plan - The profit distribution plan complies with relevant laws and regulations, considering the company's development needs and cash flow situation. It is deemed legal, compliant, and reasonable [2].

Core Points - The company held the seventh meeting of the eighth supervisory board on August 26, 2025, where several key resolutions were passed [1] - The supervisory board approved the 2025 semi-annual report and its summary, confirming that the report accurately reflects the company's actual situation [1] - A proposal to amend the company's articles of association and to abolish the supervisory board was approved, with the audit committee set to assume the supervisory functions [2] - The board also approved a special report on the use of raised funds for the first half of 2025 [3] - A mid-year profit distribution plan for 2025 was approved, pending shareholder meeting approval [3] - A risk assessment report regarding the company's financial subsidiary was passed, with some supervisors abstaining from the vote due to conflicts of interest [3][4] - A proposal for credit limit application and related transactions with the financial subsidiary was also approved, subject to shareholder meeting review [3][4]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 11, 2025, at 15:30 [1] - The meeting will be conducted both on-site and via video conference [2] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system from 9:15 to 15:00 on the day of the meeting [2] - Only one voting method (on-site or online) can be chosen by shareholders, and duplicate votes will be disregarded, with the first vote counted [2] Eligibility and Registration - Shareholders holding voting shares as of the registration date (September 5, 2025) are eligible to attend the meeting [2] - Registration requires valid identification, and proxy representatives must present an authorization letter [3][4] Agenda Items - The meeting will review several proposals, including those requiring special resolutions, which must be approved by more than two-thirds of the voting rights held by attending shareholders [3] - The results of the voting will be separately counted and disclosed for small and medium investors [3] Additional Information - The meeting is expected to last half a day, and attendees are responsible for their own travel and accommodation expenses [4] - Detailed voting procedures for online participation are provided in the attachments [9]