北京市中伦律师事务所 关于青岛惠城环保科技集团股份有限公司 2022 年限制性股票激励计划首次授予部分第一个归 属期归属条件成就暨部分限制性股票作废事项的 法律意见书 二〇二三年八月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 法律意见书 北京市朝阳区金和东路 20 号院正大中心 3 号南塔 22-31 层 邮编：100020 22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing l ...

证券代码：300779 证券简称：惠城环保 公告编号：2023-089 债券代码：123118 债券简称：惠城转债 青岛惠城环保科技集团股份有限公司 关于召开公司 2023 年第三次临时股东大会的通知 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。 一、召开会议的基本情况 1．股东大会届次：2023 年第三次临时股东大会。 2．股东大会的召集人：公司董事会。 3．会议召开的合法、合规性：经公司第三届董事会第二十二次会议审议通过 《关于提请召开公司 2023 年第三次临时股东大会的议案》，决定召开 2023 年第 三次临时股东大会，召集程序符合有关法律、行政法规、部门规章、规范性文件 和《公司章程》的规定。 4．会议召开的日期、时间： （1）现场会议日期与时间：2023 年 8 月 30 日（星期三）下午 2:00 （2）网络投票日期与时间：2023 年 8 月 30 日（星期三） 其中通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票的具 体时间为 2023 年 8 月 30 日 9:15—9:25，9:30—11:30，13:00—15:00；通过 ...

Financial Performance - The company's operating revenue for the first half of 2023 reached ¥505,823,177.23, representing a 251.11% increase compared to ¥144,063,029.51 in the same period last year[22]. - Net profit attributable to shareholders was ¥86,044,318.83, a significant increase of 1,921.44% from a loss of ¥4,723,980.83 in the previous year[22]. - The net cash flow from operating activities improved to ¥46,685,390.93, compared to a negative cash flow of ¥74,860,892.61 in the same period last year, marking a 162.36% increase[22]. - Basic earnings per share rose to ¥0.82, a 1,740.00% increase from a loss of ¥0.05 per share in the previous year[22]. - Total assets increased by 14.85% to ¥2,939,579,196.52 from ¥2,559,505,091.68 at the end of the previous year[22]. - Net assets attributable to shareholders grew by 21.83% to ¥928,578,320.57 from ¥762,162,366.84 at the end of the previous year[22]. - The weighted average return on equity was 10.20%, a significant improvement of 10.85% compared to -0.65% in the previous year[22]. - The diluted earnings per share reached ¥0.77, reflecting a 2,025.00% increase from a loss of ¥0.04 per share in the previous year[22]. - The company reported a comprehensive diluted earnings per share of ¥0.6363 based on the latest share capital[23]. Operational Developments - The company has a current catalyst production capacity of 40,000 tons per year, with plans to expand sales of molecular sieves and additives[31]. - The company has successfully implemented a high-sulfur petroleum coke hydrogen production project, enhancing service income and profits[32]. - The company has developed a new non-ammonia reduction technology for flue gas denitrification, providing comprehensive service solutions to several refining enterprises[33]. - The company is actively expanding its market presence in the U.S., Japan, South Korea, Russia, Indonesia, India, UAE, Kuwait, Iran, and Taiwan[31]. - The company is focusing on the development of mixed waste plastic deep cracking technology, which aims to significantly reduce carbon emissions[35]. - The company plans to leverage government policies to enhance its existing business while exploring new markets with innovative technologies and projects[35]. - The company emphasizes the importance of resource recycling and environmental protection in its strategic planning[36]. - The company aims to maintain stable growth by improving its core competitiveness and expanding into emerging business markets[35]. Research and Development - Research and development investment increased by 36.04% to ¥10,964,492.90 from ¥8,059,816.40, indicating a commitment to enhancing technological capabilities[56]. - The company is actively enhancing its research and development capabilities in chemical recycling technologies to improve competitiveness and profitability[98]. - The company is committed to continuous innovation in hazardous waste resource utilization technology to improve the reusability of hazardous waste and increase the added value of resource products[42]. Environmental Compliance and Initiatives - The company is classified as a key pollutant discharge unit by environmental protection authorities[116]. - The company is subject to various environmental laws and regulations, including the Environmental Protection Law and the Solid Waste Pollution Prevention Law, which guide its operational compliance[116]. - The company has implemented measures to ensure compliance with hazardous waste management regulations, including obtaining necessary permits[116]. - The company is focused on promoting circular economy practices to enhance resource utilization efficiency and environmental protection[116]. - The company has established a management system for industrial solid waste to ensure traceability and compliance with environmental standards[116]. - The company is committed to addressing significant environmental issues as outlined in national strategic plans[116]. Financial Management and Investments - The company reported a net increase in cash and cash equivalents of -¥38,889,372.53, an improvement of 55.72% compared to -¥87,830,983.39 in the previous year[58]. - The total amount of raised funds is CNY 610.43 million, with CNY 31.50 million invested during the reporting period[80]. - Cumulative investment of raised funds reached CNY 430.55 million, with CNY 151.85 million (24.88%) of funds having their purposes changed cumulatively[80]. - The company has not encountered any legal violations regarding the management and use of raised funds during the reporting period[82]. - The company has not reported any significant changes in the feasibility of its projects[85]. Market Challenges - The company is facing risks due to intensified industry competition, which has led to pressure on business expansion and profitability[96]. - The company is experiencing rising costs of raw materials, which poses a risk to profit margins, and is implementing measures to manage procurement costs[99]. - The company has seen an increase in accounts receivable, which raises concerns about cash flow and potential bad debt losses[100]. - The company is expanding its operations across multiple locations, which presents management challenges and requires effective resource allocation[101]. Shareholder and Corporate Governance - The company plans not to distribute cash dividends or issue bonus shares for the first half of the year[109]. - The company has implemented a restricted stock incentive plan approved on June 13, 2022, with related management measures established[111]. - The company did not receive any objections regarding the incentive plan's participants during the internal announcement period[111]. - The company held the 18th meeting of the third board of directors on June 21, 2023, to approve the granting of reserved restricted stocks to incentive objects[113]. Emissions and Waste Management - The company reported a total emission of 1.02 tons/year for particulate matter, 1.01 tons/year for sulfur dioxide, and 5.16 tons/year for nitrogen oxides, all within the regional emission standards[126]. - The average emission of hydrochloric acid from continuous discharge is 3.68 mg/m³, with an annual total of 0.71 tons[129]. - The average emission of ammonia from continuous discharge is 7.58 mg/m³, with an annual total of 0.86 tons[129]. - The company continues to monitor and report emissions and discharges in compliance with environmental regulations[129]. - The company has committed to managing hazardous waste through qualified third-party disposal services, ensuring compliance with national regulations[133].

证券代码：300779 证券简称：惠城环保 青岛惠城环保科技集团股份有限公司 投资者关系活动记录表 | --- | --- | --- | --- | |--------------------|-----------------------------------------------|--------------------------------------|------------------------| | | | | 编号：2023-006 | | 投资者关系活动类别 | √特定对象调研 □媒体采访 □新闻发布会 □现场参观 | □分析师会议□业绩说明会□路演活动□其他 | | | 参与单位 | | | | | 名称及人 | 中信建投证券 | | | | 员姓名 | | | | | 时间 | 2023 年 6 月 7 日 | 9:00-10:00 | | | 地点 | 青岛市黄岛区萧山路 | 7 号惠城广场 6 楼会议室 | | | 上市公司 | | | | | 接待人员 | 证券事务代表：茹凡先生 | | | | 姓名 | | | | | | 1、POX | 项目的盈利主要来源于哪几个方面？ ...

证券代码：300779 证券简称：惠城环保 青岛惠城环保科技集团股份有限公司 投资者关系活动记录表 编号：2023-005 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关 | □媒体采访 □业绩说明会 | | 系活动类 | □新闻发布会 □路演活动 | | 别 | □现场参观 | | | √其他：青岛辖区上市公司 2022 年度集体业绩说明会 | | 参与单位 名称及人 | 通过全景网"投资者关系互动平台"（https://ir.p5w.net）参 | | | 与青岛辖区上市公司 2022 年度集体业绩说明会 | | 员姓名 | | | 时间 | 年 月 日 2023 6 7 15:00-16:30 | | 地点 | 全景网"投资者关系互动平台"（https://ir.p5w.net） 董事长：叶红女士 | | | 总经理：林瀚先生 | | 上市公司 | 董事会秘书：史惠芳女士 | | 接待人员 | 财务总监：盛波先生 | | 姓名 | 独立董事：王爱东先生 | | | 保荐代表人：陈超先生 | | | 1、疫情三年，公司业绩呈滑坡状态，今年一季度业绩接近疫情 | | | ...

证券代码：300779 证券简称：惠城环保 公告编号：2023-038 债券代码：123118 债券简称：惠城转债 青岛惠城环保科技集团股份有限公司 关于举办2022年度业绩说明会的公告 青岛惠城环保科技集团股份有限公司（以下简称"公司"）定于 2023 年 6 月 7 日（周三）15:00-16:30 在全景网举办 2022 年度业绩说明会，本次年度业绩 说明会将釆用网络远程的方式举行，投资者可登陆全景网"投资者关系互动平台" （https://ir.p5w.net）参与本次年度业绩说明会。 出席本次说明会的人员有：公司董事长叶红女士、总经理林瀚先生、财务总 监盛波先生、董事会秘书史惠芳女士、独立董事王爱东先生、保荐代表人陈超先 生。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 6 月 6 日（星期二）17: 00 前访问 https: //ir. p5w. net/zj/，或扫描下方二维码，进 入问题征集专题页面。公司将在 2022 年度业绩说明会上，对投资者普遍关注的 问题进行回答。欢迎广大投资者 ...

证券代码：300779 证券简称：惠城环保 青岛惠城环保科技集团股份有限公司 投资者关系活动记录表 | --- | --- | --- | --- | |----------------------|-----------------------------------------------|-----------------------------------------------|----------------------| | | | | 编号：2023-004 | | 投资者关系活动类别 | √特定对象调研 □媒体采访 □新闻发布会 □现场参观 | □分析师会议□业绩说明会□路演活动□其他 | | | 参与单位 | | | | | 名称及人 | | | | | 员姓名 | 宏道投资、前海宇轩创富资产 | | | | 时间 | 2023 年 5 月 19 日 | 14:00-15:30 | | | 地点 | 青岛市黄岛区萧山路 7 | 号惠城广场 418 | | | 上市公司接待人员姓名 | 首席技术官：张新功先生证券事务代表：茹凡先生 | | | | | | | | | | | 塑料污染已严重影 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥241,061,638.28, representing a 369.61% increase compared to ¥51,331,924.55 in the same period last year[4] - Net profit attributable to shareholders for Q1 2023 was ¥36,142,617.27, a significant increase of 759.08% from a loss of ¥5,483,792.05 in the previous year[4] - The net profit after deducting non-recurring gains and losses was ¥35,177,877.88, up 575.95% from a loss of ¥7,391,083.68 in the same period last year[4] - Basic earnings per share for Q1 2023 were ¥0.35, an increase of 800.00% from a loss of ¥0.05 per share in the same period last year[4] - Diluted earnings per share were ¥0.32, reflecting a 740.00% increase from a loss of ¥0.05 per share in the previous year[4] - The weighted average return on equity was 4.49%, up 5.25 percentage points from -0.76% in the same period last year[4] - The gross profit margin for Q1 2023 was approximately 21.5%, compared to a negative margin in Q1 2022[20] Cash Flow and Liquidity - The net cash flow from operating activities was ¥5,445,809.03, a turnaround of 115.49% from a negative cash flow of ¥35,160,812.94 in the previous year[4] - Total cash inflow from operating activities was ¥248,206,805.70, while cash outflow was ¥242,760,996.67, resulting in a net increase of ¥5,445,809.03[24] - Cash inflow from financing activities totaled ¥385,510,001.81, with cash outflow amounting to ¥243,067,063.69, leading to a net cash flow of ¥142,442,938.12[25] - Cash and cash equivalents increased to ¥165,611,626.66 from ¥135,587,729.01 at the beginning of the year, representing a growth of 22.4%[17] - Cash and cash equivalents at the end of Q1 2023 stood at ¥141,234,494.50, an increase from ¥109,386,025.66 at the beginning of the quarter[25] - The company reported cash inflow from other operating activities of ¥81,929,786.62, a significant increase from ¥7,261,533.95 in Q1 2022[24] - The total cash outflow for investment activities was ¥115,352,082.46, compared to ¥222,889,751.35 in the previous year, indicating a reduction in investment spending[24] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥2,811,357,280.79, a 9.84% increase from ¥2,559,505,091.68 at the end of the previous year[4] - Total liabilities increased to CNY 1,943,939,876.13 in Q1 2023 from CNY 1,795,298,070.71 in Q1 2022, reflecting a growth of about 8.2%[22] - Shareholders' equity attributable to the parent company was ¥847,075,636.07, an increase of 11.14% from ¥762,162,366.84 at the end of the previous year[4] - The total equity attributable to shareholders of the parent company rose to CNY 847,075,636.07 from CNY 762,162,366.84, marking an increase of approximately 11.1%[22] Shareholder Information - The total number of common shareholders at the end of the reporting period is 6,327[11] - Zhang Xinguang holds 16.08% of shares, totaling 17,060,250 shares, with 12,795,187 shares under lock-up[11] - The total number of shares held by the top ten unrestricted shareholders includes 10,828,500 shares held by Qingdao Huicheng Xinde Investment Co., Ltd.[11] Project Developments - The significant increase in revenue and profit was attributed to the completion and operation of new projects, which boosted service and product sales[8] - The company has launched a new 40,000 tons/year FCC catalyst project, which commenced production in February 2023[15] - A new project for the recycling and utilization of solid waste from FCC catalysts is currently in trial production, enhancing waste catalyst disposal capacity[15] - The company has developed a high-sulfur petroleum coke hydrogen ash comprehensive utilization project, which is the first of its kind in China[15] Research and Development - Research and development expenses for Q1 2023 were CNY 4,923,907.26, up from CNY 3,485,687.96 in the previous year, indicating a growth of about 41.3%[20] Future Outlook - The company plans to continue expanding its market presence and investing in new technologies to drive future growth[22]

Financial Performance - The company achieved total operating revenue of RMB 363.23 million in 2022, representing a year-on-year increase of 27.51%[5] - The total profit for the year was RMB 1.98 million, a significant decline of 86.08% compared to the previous year[5] - The net profit attributable to shareholders of the parent company was RMB 2.47 million, down 78.96% year-on-year[5] - The decline in profit was attributed to factors such as reduced sales prices of catalysts, increased costs of raw materials and energy, and the impact of stock incentive costs[5] - The company's operating revenue for 2022 was ¥363,231,960.27, representing a 27.51% increase compared to ¥284,862,176.85 in 2021[22] - The net profit attributable to shareholders decreased by 78.96% to ¥2,473,554.56 from ¥11,754,160.00 in the previous year[22] - The net profit after deducting non-recurring gains and losses was -¥8,030,829.47, a decline of 272.15% compared to ¥4,665,070.98 in 2021[22] - The basic earnings per share dropped by 83.33% to ¥0.02 from ¥0.12 in 2021[22] - The cash flow from operating activities improved by 31.47%, with a net outflow of -¥85,866,351.66 compared to -¥125,298,811.40 in 2021[22] - The revenue from hazardous waste treatment services increased by 32.23% to CNY 39.38 million[61] - The company reported a significant increase of 200.49% in revenue from outside Shandong Province, totaling CNY 164.12 million[61] - The company achieved a total operating revenue of 337.29 million yuan in 2022, with a gross profit of 121.37 million yuan, resulting in a gross margin of approximately 36%[69] - The revenue from hazardous waste treatment services was 39.38 million yuan, with a gross margin of 42.23%, reflecting a year-on-year increase of 10.28%[64] - The company reported a significant increase in revenue from overseas operations, reaching 33.73 million yuan, which is a 274.60% increase compared to the previous year[64] Strategic Initiatives - The company plans to promote new technology services and increase product sales variety to drive revenue growth[5] - The company plans to continue focusing on market expansion and new product development to enhance future performance[32] - The company is actively expanding its overseas catalyst, additive, and molecular sieve markets, with substantial commercial activities in the USA, Japan, South Korea, and other countries[34] - The company plans to extend its environmental governance business into multiple industries, focusing on reducing plastic pollution through innovative recycling technologies[38] - The company is focusing on the development of low-value waste plastic recycling systems to address global plastic pollution issues[39] - The company is currently developing new technologies in waste resource utilization, with a focus on increasing production efficiency[104] - The company is committed to enhancing its independent technological innovation capabilities in response to new ecological protection industry opportunities[123] - The company plans to invest CNY 316 million through a stock issuance to enhance financial structure and support project funding[56] Research and Development - The company has developed core technologies for hazardous waste treatment, including solid waste catalyst resource utilization technology and industrial waste sulfuric acid chemical chain recycling technology[36] - The company has successfully implemented the high-sulfur petroleum coke hydrogen production technology, which is the first of its kind in the country, enhancing service income and profits[36] - The company’s new non-ammonia reduction desulfurization technology effectively removes sulfur trioxide from flue gas, addressing pollution issues associated with traditional desulfurization methods[37] - The company has developed a new process for waste plastic oil recovery, enhancing the recycling of waste plastics[83] - The synthesis of ZSM-5 molecular sieves has achieved a crystallinity of over 92% with a silicon-aluminum ratio between 25-35[83] - The company has successfully synthesized β molecular sieves with a crystallinity of over 90% and a silicon-aluminum ratio of 16-20[83] - The company has developed a chlorination purification technology for waste SCR agents, with laboratory tests yielding chlorinated products that meet industrial product standards[84] - The company is exploring the recovery of nickel from high-sulfur petroleum coke, which is expected to provide new growth points for future development[84] Operational Challenges - There are uncertainties in the macroeconomic environment and the refining industry, affecting operational stability[5] - The company has indicated uncertainty regarding its ability to continue as a going concern due to negative net profits in recent years[22] - Rising costs of key raw materials due to macroeconomic fluctuations pose a risk to profit margins, prompting the company to improve procurement processes and supplier management[134] - An increase in accounts receivable has been noted, raising concerns about cash flow and potential bad debt losses, leading the company to strengthen receivables management[135] - The company's expansion across multiple regions introduces management challenges, necessitating enhanced internal controls and financial oversight to maintain operational efficiency[136] Governance and Compliance - The company strictly adheres to relevant laws and regulations to enhance corporate governance, ensuring equal rights for all shareholders, especially minority shareholders[139] - The board of directors consists of 7 members, including 3 independent directors, and operates in compliance with legal requirements and internal regulations[140] - The company has established a transparent performance evaluation and incentive mechanism for senior management, ensuring compliance with relevant laws[141] - The company maintains independent operations and decision-making capabilities, with no interference from the controlling shareholder[139] - The company has a complete governance structure with independent boards and committees, adhering to legal regulations[143] Financial Management - The company's long-term borrowings increased to 677,235,486.23 yuan, representing 26.46% of total liabilities, up from 15.02% in the previous year, indicating a rise in financing for fixed asset projects[95] - The total cash and cash equivalents decreased by 92,109,761.19 yuan, a significant drop of 240.62% from an increase of 65,500,930.85 yuan in 2021, largely due to reduced net cash flow from investment activities[90] - The company reported a net interest income of CNY 1.12 million from bank deposits after deducting bank fees[108] - The company has not experienced any legal or regulatory violations in the management and use of raised funds during the reporting period[108] - The company has committed to ongoing improvements in governance and internal control systems to adapt to changing internal and external environments[200] Employee Management - The total number of employees at the end of the reporting period was 708, with 492 in the parent company and 216 in major subsidiaries[179] - The company employs 37 individuals with a master's degree or above, and 209 with a bachelor's degree[179] - The company’s training plan includes annual training needs assessments and the development of annual training plans for departments[181] - The total remuneration for directors, supervisors, and senior management during the reporting period amounted to CNY 6.1964 million[165] - The company’s management compensation policy links annual bonuses to the company's annual performance and target responsibility assessment results[180] Shareholder Relations - The company did not propose a cash dividend distribution plan for 2022, citing the need to retain profits for research and development, operational needs, and to ensure stable growth[187] - The company has established a three-year shareholder dividend return plan for 2022-2024[176] - The cash dividend policy aligns with the company’s articles of association and has been transparently communicated to shareholders[185] - The company’s performance evaluation mechanism for senior management links compensation to company performance, promoting a shared risk and benefit model[193]