（2025年9月修订稿） 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公 司的组织和行为，根据《中华人民共和国公司法》（以下简称《公 司法》）、《中华人民共和国证券法》（以下简称《证券法》）、 《中国共产党章程》和其他有关规定，制定本章程。 第三条 公司于2016年10月17日经中国证券监督管理委员会（以 下简称中国证监会）核准，公司公开发行人民币普通股702,543,884 股，每股面值1元，并经上海证券交易所同意，于2017年3月31日在 上海证券交易所上市。 第四条 公司注册名称：上海环境集团股份有限公司 英文全称：SHANGHAI ENVIRONMENT GROUP CO., LTD. 第五条 公司注册地址：上海市长宁区虹桥路1881号 公司办公地址：上海市浦东新区浦东南路500号30层 邮政编码：200120 第六条 公司注册资本为人民币1,346,230,251元。 第七条 公司为永久存续的股份有限公司。 第八条 董事长为公司的法定代表人。 董事长辞任的，视为同时辞去法定代表人。 法定代表人辞任的，公司将在法定代表人辞任之日起30日内确 定新的法定代表人。 第九条 股东以 ...

Group 1: Contract and Revenue Insights - As of the end of 2024, the total amount of unrecognized revenue contracts is approximately 30.79 billion CNY for water treatment, 19.83 billion CNY for solid waste treatment, and 9.34 billion CNY for flue gas governance, totaling 60.96 billion CNY [2] - The engineering contract amount is 13.28 billion CNY with an implementation period of 1-3 years, while the operation contract amount is 17.51 billion CNY, aligned with the project concession periods [2] - The company has secured major nuclear power water treatment projects with a cumulative contract amount of about 3.63 billion CNY, reinforcing its market position [2] Group 2: Financial Management and Cash Flow - The company emphasizes maintaining stable cash flow and has implemented measures such as contract management and dynamic tracking of customer credit status to mitigate accounts receivable risks [3] - Strategies include centralized procurement to monitor equipment and raw material prices, optimizing internal management, and enhancing budget control to improve fund utilization efficiency [3] Group 3: Mergers and Acquisitions Strategy - The company focuses on both horizontal and vertical mergers, aiming to integrate quality enterprises with core technologies and market advantages to expand business scale [4] - Vertical mergers target upstream enterprises with new technologies and high-end environmental equipment to enhance overall competitive advantage [4] Group 4: Market and Trade Impact - The company is less dependent on overseas markets, particularly the U.S., due to the domestic focus of the environmental industry [5] - It has taken steps to diversify key raw material suppliers and assess the impact of trade policies on costs and delivery cycles [5] Group 5: Future Development and Industry Trends - The environmental industry is transitioning towards comprehensive management, with a focus on low-carbon technology and resource utilization [6] - The company plans to enhance market expansion, project operation, and technology development while maintaining a competitive edge [6] - Key strategies include project management through EPC models and lifecycle management to maximize asset value [7]

Summary of the Conference Call for Guangda Environment Industry Overview - Guangda Environment is the largest waste-to-energy operator in China, holding approximately 16% market share in 2023, significantly ahead of competitors [2][4] - The waste-to-energy sector is characterized by a land-grabbing nature, where early positioning in quality locations can yield higher electricity prices [10] Company Performance and Financials - The environmental energy segment contributed 52% of the company's revenue, 96% of EBITDA, and 97% of net profit in 2024, indicating it as the core profit source [2][4] - The company experienced a rapid capacity expansion from 2010 to 2020, with a capacity growth rate of 30%, particularly through the PPP model from 2016 to 2022 [2][7] - In 2024, operational revenue is expected to account for 64% of total revenue, with the energy and environmental segment contributing 61% [2][14] - The overall operational cash flow is approximately 8.9 billion HKD, with a pure cash flow of about 7 billion HKD [2][14] Cash Flow and Dividends - The waste-to-energy industry is projected to achieve positive free cash flow in 2024, improving from a negative 400 million HKD in 2023 to a positive 600 million HKD [3] - The dividend payout ratio has steadily increased to 34%, up by 7 percentage points year-on-year [3] - Long-term free cash flow is estimated at around 2 billion HKD, which exceeds the total dividends for 2024, indicating sustainability even without subsidies [15][18] Market Position and Competitive Advantage - Guangda Environment's single project capacity is approximately 900 tons per day, above the industry average, with a power generation efficiency of 330 kWh per ton, reflecting high operational efficiency and technological advantages [9] - The company maintains a strong market position in waste-to-energy, with a market share of 16%, while its wastewater treatment segment holds about 3% market share [6][4] Challenges and Future Outlook - The green environmental segment, including agricultural biomass power generation and hazardous waste treatment, faces challenges due to reduced demand and profitability [12][13] - The water business is expected to perform steadily, with a gross margin of about 42%, close to the industry average, benefiting from improved local fiscal conditions and potential increases in residential water prices [11] - Future focus areas include the Hunan region, which is anticipated to become a key area for expansion, with a projected market share of 9% [10] Investment Considerations - The company's current PE ratio is approximately 6.8, with a dividend yield of 6.5%, indicating strong long-term investment value [18] - Despite fluctuations in public fund holdings, southbound capital has been increasing, suggesting long-term investment interest [17]