证券代码：603588 证券简称：高能环境 公告编号：2025-044 北京高能时代环境技术股份有限公司关于为控股子公司及控股孙公司提供担保的公告 重庆高能结加新材料科技有限公司（以下简称"重庆结加"）， 甘肃高能中色环保科技有限公司（以下简称"高能中色"），均非上市公司关联人。 ● 本次担保金额及已实际为其提供的担保余额： 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： ● 被担保人名称： 天津高能时代环境科技有限公司（以下简称"天津高能科技"）， 天津高能环保能源有限公司（以下简称"天津高能"）， 本次为天津高能科技担保金额不超过人民币2,000万元，为新增授信担保额度； 本次为天津高能担保金额不超过人民币1,000万元，为新增授信担保额度； 本次为重庆结加担保金额不超过人民币1,000万元，为新增授信担保额度； 本次为高能中色担保金额不超过人民币5,000万元，为新增授信担保额度。 截至2025年6月25日，北京高能时代环境技术股份有限公司（以下简称"公司"）实际为天津高能科技提 供担保余额为0，为天津高 ...

Core Viewpoint - The company has approved the use of idle raised funds for cash management to enhance fund utilization efficiency and generate greater returns for the company and its shareholders [1][5][6]. Fundraising Overview - The company raised a total of RMB 1,199,999,997.00 by issuing 225,988,700 shares at a price of RMB 5.31 per share, after deducting issuance costs [1]. - The net amount of raised funds after deducting issuance costs is RMB 1,194,308,300.00 [2]. Fund Usage and Idle Reasons - The company has approved the use of raised funds to provide loans to subsidiaries for project implementation, with a total loan amount not exceeding RMB 120 million [2]. - The company is currently implementing projects according to the fundraising investment plan, but some funds are temporarily idle due to the phased investment nature of the projects [4]. Cash Management Plan - The company plans to use up to RMB 6 billion of idle raised funds for cash management, with a usage period of 12 months from the board's approval date [3][5]. - The cash management will involve high-security, liquid fixed-income products, such as principal-protected bank structured deposits and agreed deposits, with a maximum term of 12 months [5]. Approval Process and Opinions - The board and supervisory board have unanimously approved the cash management proposal, confirming it does not violate project implementation plans or change the purpose of the raised funds [7][8]. - The sponsor institution has also verified that the necessary approval procedures have been followed and that the cash management plan complies with relevant laws and regulations [7].

Core Viewpoint - The controlling shareholder of Chongqing Sanfeng Environment Group Co., Ltd. has increased its stake, resulting in a change in shareholding percentage from 53.35% to 54.02% [1][2] Group 1: Shareholding Changes - The controlling shareholder, Chongqing Derun Environment Co., Ltd., increased its shareholding by acquiring 256,300 shares on May 22, 2025 [1] - As of June 24, 2025, Derun Environment has cumulatively acquired 11,395,678 shares, representing 0.68% of the total share capital, with a total investment of approximately RMB 96.24 million [1][2] - The combined shareholding of Chongqing Water Environment Holding Group Co., Ltd. and Southwest Securities Co., Ltd. increased from 892,156,063 shares to 903,295,441 shares [2] Group 2: Future Plans - Derun Environment plans to continue increasing its stake in Sanfeng Environment over the next 12 months through block trades or centralized bidding [1] - The increase in shareholding does not trigger mandatory tender offer obligations and will not change the controlling shareholder or actual controller of the company [2]

Core Points - The company has announced the completion of the second unlock period for its 2023 restricted stock incentive plan, allowing 3,084,000 shares to be released for trading on July 1, 2025 [1][2][8] - A total of 158 eligible participants will benefit from this unlock, which represents 0.18% of the company's total share capital [14] - The company has fulfilled all necessary approval and disclosure procedures related to this incentive plan [2][6][16] Incentive Plan Details - The restricted stock was initially granted on June 12, 2023, with a grant price of 9.21 yuan per share, totaling 10.43 million shares for 159 participants [9][12] - The second unlock period conditions have been met, including no negative audit opinions or violations of profit distribution regulations [10][11] - The performance target for the unlock is a net profit growth rate of no less than 25% for 2024 compared to 2022 [12][13] Stock Structure Changes - Prior to the unlock, the company had 6,168,000 shares under restriction, which will decrease to 3,084,000 shares post-unlock [16] - The total number of unrestricted shares will increase from 1,698,390,119 to 1,701,474,119 following the unlock [16] - The company has established transfer restrictions for directors and senior management regarding their shares post-unlock [14][15]

Core Viewpoint - The company, Jinlv Environment Technology Co., Ltd., is proposing changes to its business scope and amending its articles of association, which will be submitted for shareholder approval [1][2][3] Business Scope Changes - The previous business scope included various environmental protection equipment manufacturing, sales, and services related to waste management and pollution control [1] - The new business scope expands to include research and sales of intelligent robots, industrial robot manufacturing, and additional services such as agricultural horticultural services and electric vehicle charging infrastructure operations [1][2] Articles of Association Amendments - The amendments to the articles of association reflect the changes in the business scope, with specific updates to the relevant clauses [2][3] - Other clauses in the articles of association will remain unchanged, and the proposed amendments require special resolution approval from the shareholders [3]

Core Viewpoint - Yongqing Environmental Protection (300187.SZ) faced regulatory scrutiny due to two directors failing to fulfill their shareholding increase commitments, which was intended to boost investor confidence and stabilize stock prices [2][3][4]. Group 1: Shareholding Increase Plan - Directors Xiao Mingzhi and Wang Zhenguo planned to increase their holdings by at least 11.4 million yuan (approximately 1.14 million) from June 17, 2024, to June 16, 2025, but only managed to increase their holdings by 121,820 yuan (approximately 0.12 million), achieving less than 11% of their target [3][4]. - The Shenzhen Stock Exchange issued a regulatory letter highlighting that the directors' actions violated several rules, emphasizing the need for honesty and adherence to commitments [4]. Group 2: Financial Performance - Yongqing Environmental Protection reported a significant decline in revenue, with 2022 revenue at 713 million yuan, down 28.93% year-on-year, and a net loss of 387 million yuan [6]. - In 2023, the company generated 646 million yuan in revenue, a 9.47% decrease, but managed to turn a profit with a net income of approximately 79.8 million yuan, although the non-recurring profit still showed a loss of 15.4 million yuan [7]. - For 2024, revenue increased to 760 million yuan, a 17.71% growth, but the traditional environmental business saw a 56% decline in revenue, while the new energy "dual carbon" business surged by 101% to 609 million yuan [7]. Group 3: Industry Challenges - The traditional environmental protection business is under severe pressure due to intensified competition and overall weak industry demand, particularly in soil remediation and hazardous waste disposal [5][7]. - Factors such as tightened local government environmental spending have made project acquisition more challenging, leading to a contraction in related business activities [7].

General Principles - The investment decision system of Zhonglan Environmental Technology Co., Ltd. aims to standardize external investment behavior, enhance investment efficiency, and mitigate risks while maximizing the time value of funds [1] - External investment refers to the company's activities of investing monetary funds, equity, or assessed physical or intangible assets for future returns [1] Investment Management Structure - The system applies to the company and its wholly-owned and controlled subsidiaries, prohibiting external investments by subsidiaries without company consent [2] - The shareholders' meeting, board of directors, and general manager each have decision-making authority within their respective scopes for external investments [2][3] - The board of directors is responsible for researching and evaluating the feasibility, risks, and returns of major investment projects, reporting any anomalies to the shareholders' meeting [2][3] Approval Authority and Decision Management - External investment approvals must adhere to the Company Law and relevant regulations, with a professional management and hierarchical approval system in place [4] - Investments meeting certain thresholds, such as asset totals exceeding 10% of the latest audited total assets, must be submitted to the board for review [4][5] Short-term Investment Procedures - Short-term investment decisions require a profitability assessment and must be recorded by the finance department [6] - Securities investments must follow a joint control system involving the investment management and securities affairs departments, requiring multiple personnel for operations [6] Long-term Investment Procedures - The investment management department conducts preliminary evaluations and submits investment proposals for general manager approval [7] - Approved long-term investments require contracts or agreements to be reviewed by legal advisors and authorized decision-making bodies before signing [7][8] Financial Management and Auditing - The finance department is responsible for comprehensive financial records of external investments, ensuring compliance with accounting standards [10][11] - Subsidiaries must report financial statements monthly to the finance department, adhering to the company's accounting management policies [11]

Core Points - The document outlines the Independent Director Special Meeting System of Zhonglan Environmental Technology Co., Ltd, aiming to standardize the corporate governance structure and enhance the role of independent directors [1][2] - The special meetings are exclusively attended by independent directors and can be convened as needed, with a proposal from more than half of the independent directors [1][2] - The company is required to notify all independent directors at least three days before the meeting, unless it is an urgent situation [1][2] Summary by Sections Meeting Procedures - Special meetings can be held in person, via communication methods (including video and phone), or a combination of both [2] - A majority of independent directors must agree on matters to be submitted to the board for review, including hiring external agencies for audits, proposing temporary shareholder meetings, and disclosing related party transactions [2][3] Documentation and Reporting - Meeting records must be created, and independent directors' opinions should be documented and signed [2] - Independent directors are required to submit an annual report to the company's annual shareholder meeting, detailing their responsibilities and the work of the special meetings [2] Implementation and Compliance - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations if necessary [3] - Any unresolved matters will be governed by relevant national laws and the company's articles of association [3]

Core Viewpoint - The company has established a system for accountability regarding significant errors in annual report disclosures to enhance the accuracy, completeness, and timeliness of financial reporting [1][2][3] Group 1: Accountability System - The system aims to hold directors, senior management, and other personnel accountable for significant errors in annual report disclosures, including major accounting errors and discrepancies in performance forecasts [2][3] - Specific criteria for significant errors include violations of accounting laws, major discrepancies in performance forecasts, and errors identified by regulatory authorities [2][3][5] Group 2: Identification and Handling of Errors - Significant accounting errors are defined as those affecting financial statement users' judgments, with specific thresholds set at 5% of total audited assets, net assets, revenue, or net profit, with an absolute amount exceeding 5 million [3][4] - The internal audit department is responsible for collecting and summarizing relevant information, investigating the causes of errors, and preparing written materials for the board's review [4][6] Group 3: Consequences and Penalties - The company will pursue accountability for significant errors, with penalties ranging from internal criticism to dismissal, depending on the severity and circumstances of the error [8][9] - Factors that may lead to heavier penalties include intentional misconduct, obstruction of investigations, and repeated occurrences of significant errors [8][9] Group 4: Reporting and Compliance - The results of accountability measures will be included in the annual performance evaluations of relevant departments and personnel, and decisions regarding penalties will be disclosed publicly [9][10] - The system will take effect upon approval by the board and will be subject to legal and regulatory compliance [10]

Core Points - The document outlines the fundraising management measures of Zhonglan Environmental Technology Co., Ltd, aiming to regulate the management and utilization of raised funds to improve efficiency [1][2] - The company is responsible for ensuring that the raised funds are used specifically for designated purposes, adhering to national industrial policies and relevant laws [2][3] - The board of directors is tasked with establishing a special storage system for raised funds and ensuring compliance with the management measures [1][3] Fundraising Management - The funds raised must be used exclusively for the main business activities that enhance the company's competitiveness and innovation capabilities [2][3] - The company must avoid using raised funds for financial investments or for holding securities as a primary business [2][3] - The board is required to disclose the usage of raised funds in a timely manner according to relevant laws and regulations [3][4] Special Account Storage - A special account system for managing raised funds is implemented to enhance supervision over their usage [3][4] - The company must open a special account with a commercial bank for the centralized management of raised funds, ensuring that no non-raised funds are stored in this account [3][4] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the bank within one month of the funds being in place [4][5] Fund Usage - The company must ensure that the usage of raised funds aligns with the commitments made in the prospectus and cannot change the intended use without proper procedures [6][7] - The company is prohibited from engaging in high-risk investments or using raised funds for financial investments [6][7] - Any changes in the use of raised funds must be approved by the board and, if necessary, the shareholders' meeting [13][14] Supervision and Reporting - The accounting department must maintain detailed records of the usage of raised funds, and internal audits should be conducted quarterly [21][22] - The board must issue a special report on the storage and usage of raised funds annually, which should be verified by an independent auditor [21][22] - Independent directors can initiate special audits if there are significant discrepancies in the usage of raised funds [23][24]