海天水务集团股份公司 2025 年第五次临时股东大会会议资料 海天水务集团股份公司 2025 年第五次临时股东大会 会 议 资 料 二〇二五年九月十五日 海天水务集团股份公司 2025 年第五次临时股东大会会议资料 目 录 大会期间，全体参会人员应自觉遵守会场秩序，确保大会的正常进行和议事 效率。进入会场后，请关闭手机或调至静音或震动状态。股东（或股东代理人） 参加股东大会，应当认真履行其法定义务，不得侵犯其他股东的权益，不得扰乱 大会正常秩序。谢绝个人进行录音、拍照及录像。 海天水务集团股份公司 2025 年第五次临时股东大会会议规则 ....1 海天水务集团股份公司 2025 年第五次临时股东大会会议议程 ....3 议案一：关于修订《公司章程》及取消监事会的议案 ........... 5 议案二：关于制定及修订部分公司治理制度的议案 ............. 6 海天水务集团股份公司 2025 年第五次临时股东大会会议资料 海天水务集团股份公司 2025 年第五次临时股东大会会议规则 为维护股东的合法权益，保证股东大会的正常秩序和议事效率，确保会议的 顺利进行，根据《中华人民共和国公司法》《海天水务 ...

Financial Performance - Company reported total revenue of 998 million yuan for the first half of 2025, an increase of 38.38% year-on-year [1] - Net profit attributable to shareholders was 61.40 million yuan, a decrease of 40.6% year-on-year [1] - In Q2 2025, total revenue reached 674 million yuan, up 55.57% year-on-year, while net profit attributable to shareholders was 11.49 million yuan, down 84.53% year-on-year [1] Profitability Metrics - Gross margin stood at 31.66%, a decrease of 26.32% year-on-year [1] - Net margin was 7.22%, down 55.09% year-on-year [1] - Total selling, administrative, and financial expenses amounted to 215 million yuan, accounting for 21.49% of revenue, an increase of 1.11% year-on-year [1] Cash Flow and Debt Analysis - Operating cash flow per share was -0.21 yuan, a decrease of 160.99% year-on-year [1] - The company's cash flow situation is concerning, with cash and cash equivalents to current liabilities ratio at 36.73% [2] - Interest-bearing debt ratio reached 44.81%, indicating a significant level of debt [2] Accounts Receivable - Accounts receivable increased significantly, with a year-on-year growth of 48.25% [1] - The ratio of accounts receivable to profit reached 394.88%, highlighting potential liquidity issues [2] Investment Insights - The company's return on invested capital (ROIC) was 7.95% last year, indicating average capital returns [2] - Historical data shows a median ROIC of 7.98% since the company went public, with the lowest ROIC recorded in 2023 at 6.58% [2] Fund Holdings - The largest fund holding in the company is the Nanhua Fenghui Mixed A Fund, which increased its position to 432,200 shares [3] - The fund's current scale is 116 million yuan, with a recent net value of 1.8144, reflecting a 79.77% increase over the past year [3]

Group 1 - The company held its 29th meeting of the 4th Board of Directors on August 28, 2025, with all 9 directors present [1][2] - The meeting approved the 2025 semi-annual report and summary, which had previously been reviewed by the Audit Committee [1][2] - The company proposed amendments to its Articles of Association and the cancellation of the Supervisory Board, pending approval from the shareholders' meeting [2][5] Group 2 - The company approved the formulation and revision of certain corporate governance systems in accordance with the latest legal regulations [2][5] - A special report on the use of raised funds for the first half of 2025 was also approved [5] - The company proposed to convene the 5th extraordinary shareholders' meeting of 2025 [5]

Group 1 - The core viewpoint of the announcement is that the Supervisory Board of Haitan Water Group Co., Ltd. has confirmed the authenticity and completeness of the company's 2025 semi-annual report and summary [2][3] - The Supervisory Board meeting was held on August 28, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1][2] - The meeting approved several key resolutions, including the semi-annual report, amendments to the Articles of Association, and a special report on the use of raised funds [2][3] Group 2 - The semi-annual report reflects the company's operational results and financial status accurately, with no false statements or omissions [2] - The resolution to amend the Articles of Association and cancel the Supervisory Board requires approval from the shareholders' meeting [2] - The special report on the use of raised funds was also approved, indicating proper management of financial resources [2]

Group 1 - The company, Haitan Water Group Co., Ltd., will hold its fifth extraordinary general meeting of shareholders on September 15, 2025, at 15:00 [1][3] - The meeting will take place at the company's conference room located at 506 South Lake Road, Tianfu New District, Chengdu, Sichuan Province [1][3] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The meeting will include non-cumulative voting proposals that have been approved by the company's board and supervisory committee [2][3] - There are no related shareholders that need to abstain from voting on the proposals [2] - Shareholders must register to attend the meeting by September 12, 2025, and can do so in person or via mail [4][5] Group 3 - Shareholders holding multiple accounts can vote through any of their accounts, but repeated voting will only count the first vote [4][5] - The company will not cover travel or accommodation expenses for attending shareholders [5] - Contact information for the company's securities department is provided for any inquiries regarding the meeting [5]

Market Overview - On August 29, the environmental governance sector declined by 0.18%, with Hai Tian Co. leading the drop [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Top Performers in Environmental Governance Sector - DeChuang Environmental (603177) closed at 14.50, up 10.02% with a trading volume of 65,700 shares and a turnover of 95.21 million yuan [1] - Feima International (002210) closed at 3.53, up 9.97% with a trading volume of 3 million shares and a turnover of 1.041 billion yuan [1] - Yi Yi (603200) closed at 75.74, up 7.19% with a trading volume of 135,900 shares and a turnover of 1.010 billion yuan [1] Underperformers in Environmental Governance Sector - Hai Tian Co. (603759) closed at 7.97, down 7.86% with a trading volume of 204,900 shares and a turnover of 165 million yuan [2] - Zhonghang Taida (836263) closed at 16.79, down 7.29% with a trading volume of 169,900 shares and a turnover of 288 million yuan [2] - Wenbululu (301259) closed at 46.89, down 7.06% with a trading volume of 129,400 shares and a turnover of 618 million yuan [2] Capital Flow Analysis - The environmental governance sector experienced a net outflow of 149 million yuan from institutional investors, while retail investors saw a net inflow of 58.54 million yuan [2][3] - Feima International had a net inflow of 31.8 million yuan from institutional investors, but a net outflow of 15.5 million yuan from speculative funds [3] - Wuhan Holdings (600168) had a net inflow of 17.07 million yuan from institutional investors, with a net outflow of 11.86 million yuan from speculative funds [3]

Core Insights - Mergers and acquisitions (M&A) in the A-share market are increasingly becoming a "strong engine" for performance growth and a core path for strategic optimization and industrial upgrading in the first half of 2025 [1] - The domestic M&A market saw 1,113 transactions with a total value of 509.21 billion yuan, representing a 62.75% increase compared to the same period last year [1] Industry Focus - The M&A activities are concentrated in advanced manufacturing and emerging industries, such as computer technology, automotive manufacturing, biomedicine, semiconductors, and high-end materials [2] - Companies are leveraging M&A to fill technological gaps and capture high-growth niche markets, particularly in the "smart manufacturing" sector [2] Transaction Types - Horizontal integration accounted for 64.67% of M&A activities, indicating that over 60% of companies are expanding market share and improving business layout through horizontal mergers [3] - Vertical integration examples include Guangdong Hongda Holding Group's acquisition of 21% of Xinjiang Xuefeng Technology, which added new chemical product lines and services [4] Value and Trends - Successful M&A cases emphasize "strong synergy" rather than merely acquiring assets, focusing on the integration of technology, channels, and management [6] - The regulatory environment has been supportive, with the China Securities Regulatory Commission implementing reforms to simplify the M&A process and reduce costs [7] Future Outlook - A trend towards "cross-border + overseas" M&A is anticipated, with potential focus areas including traditional chemical companies acquiring semiconductor materials and food companies merging with biomanufacturing firms [7] - Companies are advised to conduct thorough due diligence to assess asset quality and integration feasibility to ensure value creation from M&A [8]

Group 1 - The company reported a revenue of 998 million yuan for the first half of 2025, representing a year-on-year growth of 38.38% [1] - The net profit attributable to shareholders decreased to 61.40 million yuan, down 40.60% year-on-year [1] - The net profit excluding non-recurring items was 49.67 million yuan, reflecting a year-on-year decline of 50.73% [1]

证券代码：603759 证券简称：海天股份 公告编号：2025-086 海天水务集团股份公司 关于为控股子公司提供担保的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： | | 是否在前期预计额度内 | 是 □否 □不适用：_________ | | --- | --- | --- | | | 本次担保是否有反担保 | □是 否 □不适用：_________ | | | 被担保人名称 | 资阳海天水务有限公司 （以下简称"资阳海天"） | | | 本次担保金额 | 1,000 万元 | | 担 保 对 象四 | 实际为其提供的担保余额 | 万元（含本次担保） 36,359.98 | | | 是否在前期预计额度内 | 是 □否 □不适用：_________ | | | 本次担保是否有反担保 | 否 □是 □不适用：_________ 资阳海天污水处理有限公司 | | 保 对 | 被担保人名称 | （以下简称"资阳污水"） | | | 本次担保金额 | 1,000 万元 | | 担 象五 | 实际为其提 ...

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 海天水务集团股份公司（下称"公司"）于 2025 年 8 月 28 日召开第四届董事 会第二十九次会议、第四届监事会第二十四次会议，审议通过了《关于制定及修 订部分公司治理制度的议案》，为进一步完善公司治理制度，公司根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》《上海证券交易所股票上市规则（2025 年 4 月修订）》《上海证券交易所上市公司自律监管指引第 1 号—规范运作》等 相关法律法规的规定，并结合公司实际情况，拟制定及修订公司部分治理制度， 具体如下： | 序号 | 制度名称 | 制定或修 订 | 审议机构 | | --- | --- | --- | --- | | 1 | 股东会议事规则 | 修订 | 股东大会 | | 2 | 董事会议事规则 | 修订 | 股东大会 | | 3 | 独立董事工作制度 | 修订 | 股东大会 | | 4 | 董事、高级管理人员薪酬管理制度 | 修订 | 股东大会 | | 5 | 对外担保管理制度 | 修订 | 股东大会 ...