广西五坤律师事务所 关于广西绿城水务股份有限公司 法律意见书 WK-G-2025-001-02 广西南宁市青秀区金湖路 59 号地王国际商会中心 46 楼 4607-4612 Room 4607-4612, 46/F, International Chamber of Commerce Tower, No.59 Jinhu Road, Qingxiu district, Nanning, Guangxi, China 法律意见书 广西五坤律师事务所 关于广西绿城水务股份有限公司 法律意见书 致：广西绿城水务股份有限公司 根据《中华人民共和国证券法》（以下简称《证券法》）、《中 华人民共和国公司法》（以下简称《公司法》）和中国证券监督管 理委员会《上市公司股东会规则》（以下简称《股东会规则》）等 法律、行政法规、规范性文件及《广西绿城水务股份有限公司章程》 （以下简称《公司章程》）的要求，广西五坤律师事务所（以下简 称本所）接受广西绿城水务股份有限公司（以下简称公司）的委托， 指派律师出席公司 2025 年第一次临时股东大会（以下简称本次股东 大会）并就本次股东大会出具法律意见。 本所声明：本所律师仅对本次股东 ...

(一)股东大会召开的时间：2025 年 07 月 10 日 (二)股东大会召开的地点：广西南宁市青秀区桂雅路 13 号绿城水务调度检测中 心 1519 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： 份总数的比例（%） (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，董事长黄东海先生主持本次会议。大会采 取现场及网络投票相结合的方式表决本次股东大会的所有议案。本次会议的召集、 召开程序、出席会议人员的资格及表决方式均符合《公司法》和《公司章程》的 有关规定。 证券代码：601368 证券简称：绿城水务 公告编号：2025-019 广西绿城水务股份有限公司 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： ? 本次会议是否有否决议案：无 一、 会议召开和出席情况 同意 反对 弃权 股东类型 票数 比例（%） 票数 比例（%） 票数 比例（%） A股 509,860,967 98.5706 7,061,775 1.3652 331,6 ...

Core Viewpoint - The successful implementation of a low-efficiency asset revitalization project by CITIC Financial Assets in Shandong has significantly improved water supply stability for over 580 million people and numerous enterprises, transforming the financial performance of state-owned enterprises from losses to quarterly profits exceeding 8 million yuan [1][2][3]. Group 1: Project Overview - The project involves a state-owned enterprise in Shandong responsible for key water conservancy projects, facing challenges such as inadequate regional infrastructure and high debt levels, which have restricted water supply growth and investment effectiveness [2]. - The project addresses water supply instability and quality issues affecting over 580 million people and numerous enterprises, highlighting the urgent need for solutions to enhance operational efficiency and financial health [2][3]. Group 2: Financial Impact - Within a few months post-implementation, several water service subsidiaries experienced a significant turnaround, with the asset-liability ratio decreasing from 70% to 40%, and operational efficiency and profitability improving markedly [3]. - The average monthly water supply increased by nearly 10% compared to the previous year, enhancing the group's capacity to support regional water network development and meet basic livelihood needs [3]. Group 3: Strategic Importance - The project serves as a replicable model for deepening state-owned enterprise reforms and improving governance efficiency, showcasing the commitment of CITIC Financial Assets to national strategies and the promotion of green and inclusive finance [4]. - The initiative has reinforced the regional water ecological framework and established a robust safety net for people's livelihoods, demonstrating the social responsibility of financial central enterprises [4].

Report Summary 1. Report Industry Investment Rating No information provided. 2. Report's Core View No information provided. 3. Summary According to Relevant Catalogs 3.1. Research Basic Situation - The research object is Xingrong Environment, belonging to the public utilities industry. The reception time was July 9, 2025, and the listed company's reception staff was Liu Jie [17]. 3.2. Detailed Research Institutions - The research institutions include China Merchants Cigna (a life - insurance company with related personnel Chai Ruoqi, Peng Yiyang, and Zhao Ruoqiong), CITIC Asset Management (an asset management company with related personnel Zhang Xiaoliang, Sun Shuguang, Yuan Zhizhi, and Liu Jiangchao), and Changjiang Securities (a securities company with related personnel Xu Ke and Li Bowen) [18]. 3.3. Main Content Data - **Company's Main Business**: Xingrong Environment is a leading comprehensive water - environmental protection service provider in China, integrating investment, R & D, design, construction, and operation. Its business segments include tap - water business, sewage treatment and reclaimed - water utilization business, environmental protection business (including waste incineration power generation, landfill leachate treatment, sludge disposal, and food waste disposal), and engineering business [25]. - **Water Supply and Drainage Projects**: The scale of the company's current operating and under - construction water supply projects is about 4.3 million tons per day, with the remaining 400,000 tons per day of the third phase of Chengdu Tap - water Plant No.7 in the trial - operation stage. The scale of the company's current operating and under - construction sewage treatment projects exceeds 4.8 million tons per day, with over 4.5 million tons per day already in operation. The under - construction projects are planned to be put into operation in the next 1 - 2 years [27]. - **Water Supply and Drainage Pricing Mechanism**: For the water supply business, price adjustments can be applied to the government price administrative department under certain conditions. The adjustment must go through procedures such as cost supervision and hearings and be adjusted synchronously with upstream resource water prices. For the sewage treatment business, the service - fee unit price is adjusted regularly every 2 or 3 years according to the franchise agreement. Temporary adjustments can be applied for due to factors such as changes in sewage - treatment discharge standards. The tentative average sewage - treatment service fee in the fifth phase (2024 - 2026) in the central urban area of Chengdu is 2.63 yuan per ton [29][30]. - **Waste Incineration Power Generation Project**: The company is currently promoting the construction of the third phase of Chengdu Wanxing Environmental Protection Power Plant, with a domestic - waste treatment scale of 5,100 tons per day, a sludge co - treatment scale of 800 tons per day, and a food - waste treatment scale of 800 tons per day. It is expected to be put into operation in 2026 [32]. - **Sludge Disposal Business**: The scale of the company's current operating and under - construction sludge - disposal projects is 3,116 tons per day. Operating projects include the first, second, and third phases of Chengdu First Urban Sewage Sludge Treatment Plant (with a total treatment scale of 1,400 tons per day), the first and second phases of Wanxing Environmental Protection Power Plant (with a total sludge co - treatment scale of 820 tons per day), and a ditch - sludge disposal project (with a treatment scale of about 96 tons per day). The under - construction project is the third phase of Chengdu Wanxing Environmental Protection Power Plant, with a sludge co - treatment scale of 800 tons per day [34][35]. - **Accounts Receivable**: With the company's market expansion and business - scale growth in recent years, accounts receivable have increased. The company attaches great importance to accounts - receivable management and actively conducts collection work [37]. - **Capital Expenditure and Dividends**: The company has had large capital expenditures in recent years due to multiple water - supply, drainage, and solid - waste projects. These projects will be put into operation in the next 1 - 2 years, and capital expenditures will gradually decline. The company values shareholder returns and has been increasing the cash - dividend ratio in recent years. In the future, it will be more capable of further improving the level of shareholder returns [38].

Group 1: Company Overview - The company is a leading comprehensive water and environmental service provider in China, integrating investment, research and development, design, construction, and operation [2] - Main business areas include drinking water supply, wastewater treatment, reclaimed water utilization, and environmental protection services [2] Group 2: Project Scale and Status - Current operational and under-construction water supply projects have a total scale of approximately 4.3 million tons per day, with ongoing projects primarily at Chengdu Water Plant Phase III [3] - The company operates and has under construction wastewater treatment projects exceeding 4.8 million tons per day, with over 4.5 million tons per day already in operation [3] Group 3: Pricing Mechanisms - Water supply pricing adjustments are based on national policies and must go through cost audits and public hearings [3] - The average wastewater treatment service fee in Chengdu's central urban area for 2024-2026 is set at 2.63 CNY per ton, with adjustments occurring every 2-3 years based on specific conditions [3] Group 4: Waste Management Projects - The company is advancing the Chengdu Wanxing Environmental Power Plant (Phase III) project, which will handle 5,100 tons of household waste per day and 800 tons of kitchen waste per day, expected to be operational by 2026 [4] - Current operational and under-construction sludge disposal projects have a total scale of 3,116 tons per day [4] Group 5: Financial Management - The company has seen an increase in accounts receivable due to market expansion and is actively managing collections [4] - Future capital expenditures are expected to decrease as major projects are completed and begin to generate benefits, with a focus on increasing cash dividends for shareholders [4]

Group 1: Business Overview - The company's water supply business operates in Sichuan, Jiangsu, and Hainan, with a total capacity of approximately 4.3 million tons/day, including a project in Chengdu currently in trial operation with a capacity of 400,000 tons/day [2] - The wastewater treatment business spans Sichuan, Gansu, Ningxia, Shaanxi, Jiangsu, Hebei, Shandong, and Tibet, with over 4.8 million tons/day in total capacity, of which over 4.5 million tons/day are operational [2] - The waste incineration power generation business has a total capacity of 12,000 tons/day, with 6,900 tons/day currently operational; a project with a capacity of 5,100 tons/day is planned to be operational by 2026 [3] Group 2: Market Expansion Strategy - The company aims to be a national water and environmental service provider, focusing on expanding its market presence in Chengdu and surrounding areas while pursuing acquisitions to enhance resource integration and industry segmentation [3] Group 3: Operational Advantages - The company boasts nearly 80 years of water supply operation experience and over 30 years in wastewater treatment, leading to superior operational management capabilities [3] - The company implements standardized and refined management practices, leveraging operational innovations and digital empowerment to reduce costs and improve efficiency [3] Group 4: Pricing and Capital Expenditure - Water pricing adjustments are subject to national policies and must go through cost audits and public hearings before implementation [4] - The company has significant capital expenditures due to multiple ongoing projects, but these are expected to decrease as projects come online in the next 1-2 years, allowing for increased shareholder returns [4]

Core Viewpoint - The insurance capital market is experiencing a significant wave of acquisitions, with insurance funds actively buying shares in listed companies, particularly in the banking and public utility sectors, as well as in leading cyclical industries like steel [2][3][4]. Group 1: Insurance Capital Trends - Insurance funds have made 19 acquisitions this year, nearly matching last year's total of 20 within just six months [2]. - A notable trend is the substantial movement of funds towards Hong Kong stocks, with 14 out of 19 acquisitions involving Hong Kong-listed companies [2][8]. - The average return on investment for insurance companies in the Hong Kong market is approximately 15%, indicating a strong performance compared to previous years [2][8]. Group 2: Investment Strategies - The acquisitions reflect a rebalancing of insurance assets and liabilities, emphasizing long-term value investment [2][5]. - Insurance companies are increasingly focusing on high-dividend, low-volatility stocks, particularly in the banking sector, which offers an average dividend yield exceeding 5% [6][7]. - The recent regulatory changes have allowed for more flexible equity asset allocation, potentially unlocking an additional 1.5 trillion yuan in investment capital [5]. Group 3: Sector Focus - The banking sector remains the primary focus for insurance fund acquisitions, with nine out of the 19 acquisitions involving banking stocks [6]. - Steel industry leaders like Hualing Steel are also attracting attention, indicating a tactical interest in undervalued cyclical stocks [7]. - The insurance funds are not entirely avoiding cyclical industries but are selectively investing in financially stable companies with strong cash flow and dividend capabilities [3][4]. Group 4: Market Dynamics - The Hong Kong market is becoming increasingly attractive due to its higher dividend yields and significant valuation discounts compared to A-shares [8]. - The ongoing release of institutional benefits in Hong Kong is expected to enhance its appeal to cross-border investments [8]. - Despite geopolitical tensions, the Hong Kong market has shown resilience, achieving a 20% increase in performance, making it a leading financial center [8].

Investment Rating - The report maintains an "Accumulate" rating for the environmental protection industry [1]. Core Views - The report highlights that the environmental protection sector is entering a mature phase, leading to improved free cash flow and increased dividends due to reduced capital expenditures. The focus is on enhancing operational efficiency through heat supply and IDC collaborations, which are expected to boost ROE and valuations [12][14]. Summary by Sections Industry Trends - The environmental protection sector is experiencing a shift towards maturity, with capital expenditures decreasing and free cash flow turning positive in 2023, continuing to improve in 2024. This trend is expected to enhance dividend payouts significantly [12][14]. - The report notes that the waste incineration segment is seeing a decline in capital expenditures, which is positively impacting free cash flow and dividend distributions [12][14]. Company Insights - Huanlan Environment is expanding its heat supply business, leveraging existing waste incineration projects to improve operational efficiency and cash flow. The company has signed multiple heat supply agreements and is expected to increase its heat supply volume significantly in the coming years [9][10][11]. - The report emphasizes the strong dividend potential of several companies, including Junxin Co. with a cash dividend of 507 million yuan in 2024, Green Power with 418 million yuan, and Huanlan Environment with a proposed dividend of 652 million yuan [12][13][14]. Market Developments - The report indicates that the water services sector is also showing stable growth, with a projected revenue of 655 billion yuan in 2024, despite a slight decline due to one-time gains. The sector is expected to benefit from ongoing water price reforms, which will enhance profitability and valuation [16][18][19]. - The report highlights the increasing penetration of new energy sanitation vehicles, with sales growing by 73% in the first five months of 2025, indicating a shift towards more sustainable practices in the industry [26][32]. Future Outlook - The report suggests that the environmental protection industry is poised for a new phase of growth driven by market reforms and operational efficiencies. Companies that can effectively manage their cash flows and adapt to changing market conditions are expected to see significant valuation increases [20][24].

Core Insights - In 2024, the scale of Shanghai's industrial internet core industry is expected to exceed 180 billion yuan, with the application penetration rate of industrial internet platforms increasing from 18.1% to 33.7%, ranking first in the country [1][6] - Shanghai has selected a total of 45 "chain master" enterprises since 2022, with 10 officially recognized as the first batch of "chain masters," all demonstrating a common trait of value empowerment [1][2] Company Developments - Zhongwei Semiconductor Equipment (Shanghai) Co., Ltd. has established a digital quality management system for its supply chain using blockchain technology, enhancing supply chain resilience and gaining customer trust [2][3] - The establishment of Zhongwei's subsidiary, Zhongwei Huichain, focuses on creating an industrial internet platform that empowers upstream and downstream enterprises, improving local supplier cultivation and order-to-delivery management [2][3] - Weipai Ge, a veteran in the water industry, has achieved nearly 100% localization in its smart water business by leveraging industrial internet technology to create a domestically controlled product cluster [3] Industry Trends - The textile industry faces challenges such as long and fragmented supply chains, leading to inefficiencies and production uncertainties [4] - The "Feisuo Zhifang" platform developed by Zhijing Technology has revolutionized efficiency in the textile sector by linking downstream demand with upstream production capabilities, significantly reducing reliance on human labor [4][5] - The number of factories and wholesalers joining the Zhijing platform has been growing at an annual rate of over 10%, exceeding 50,000 [5] Strategic Insights - Chain masters in Shanghai adhere to a "three no" philosophy: no bottlenecks, no price suppression, and no solo wins, which has contributed to their success [5][6] - The industrial internet is seen as a core engine for promoting new industrialization, with Shanghai leading the way in its national layout since 2019 [6]

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the environmental and public utility sector [5]. Core Insights - The global sustainable aviation fuel (SAF) market is projected to experience rapid growth due to regulatory requirements and voluntary commitments from airlines, with demand expected to reach 15.5 million tons by 2030 and 196 million tons by 2050 [20][30]. - The supply side is anticipated to face a significant shortfall of approximately 26 million tons by 2035, primarily due to limitations in feedstock availability for the dominant HEFA technology [34][37]. - China is actively promoting SAF through various policies and pilot applications, with expectations for domestic SAF production capacity to reach 2.5 million tons per year by the end of 2025 [39][45]. Summary by Sections 1. Weekly Topic: Embracing the Global Biojet Fuel Blue Ocean Market - The International Civil Aviation Organization (ICAO) and the International Air Transport Association (IATA) aim for net-zero emissions by 2050, with SAF being a crucial component for carbon reduction in aviation [20]. - Global SAF demand is projected to grow significantly, with 133 out of 193 ICAO member countries submitting action plans related to SAF [22]. - The report highlights specific regulatory requirements for SAF blending in various countries, including the EU's ReFuelEU Aviation Regulation, which mandates a minimum SAF content of 2% by 2025 [25][26]. 2. Market Review - The Shanghai Composite Index rose by 3.35% from June 23 to July 4, while the environmental index increased by 4.79%, outperforming the composite index [2][50]. 3. Industry Dynamics - National electricity load reached a historical high of 1.465 billion kilowatts on July 4, 2025, indicating robust demand in the energy sector [11]. - The report discusses various policies aimed at promoting renewable energy and SAF, including the "14th Five-Year Plan" for green development in civil aviation [42]. 4. Investment Portfolio and Recommendations - The report suggests focusing on companies with established SAF production capabilities, such as Jiaao Environmental, Pengyao Environmental, and Haixin Energy Technology, due to their potential in the growing SAF market [49]. - In the public utility sector, it recommends investing in coal-fired power companies like Sheneng Co. and Zhejiang Energy, as well as renewable energy firms involved in integrated power solutions [12]. 5. Environmental Sector Insights - The report emphasizes the potential for growth in the waste incineration sector, with companies like Weiming Environmental and Junxin Co. expected to benefit from improved cash flow and new revenue streams [13]. - Water service companies are also highlighted for their potential profitability as residential water prices gradually adjust [13].