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Shanghai Volkswagen Public Utilities (Group) Co., Ltd.
Log in to the Sina Finance app and search for【information disclosure】to view more assessment levels
(II) Board deliberations and voting
On March 30, 2026, the company held the 14th meeting of the 12th session of its board of directors. The board reviewed and approved the resolution titled “Proposal to Reappoint Accounting Firms for Domestic Audit Services and Internal Control Audit Services for 2026,” and agreed to reappoint Lixin Certified Public Accountants (Special General Partnership) as the company’s financial audit institution and internal control audit institution for 2026. The voting results were: 9 votes in favor, 0 votes against, and 0 votes abstained.
(III) Effective date
The reappointment of Lixin Certified Public Accountants (Special General Partnership) in this case still needs to be submitted to the company’s 2025 annual general meeting of shareholders for consideration, and shall become effective from the date the company’s 2025 annual general meeting of shareholders approves it.
This announcement is hereby given.
Board of Directors of Shanghai Dazhong Public Utilities (Group) Co., Ltd.
March 31, 2026
● Filing documents
(I) Explanatory statement on the basic information of the accounting firm proposed to be appointed;
(II) The Audit Committee’s report on the performance of supervisory duties over the accounting firm in 2025
Stock code: 600635 Stock abbreviation: Dazhong Public Announcement No.: Lin 2026-013
Bond code: 240539 Bond abbreviation: 24 Dazhong Public 01
Bond code: 244523 Bond abbreviation: 26 Dazhong Public 01
Shanghai Dazhong Public Utilities (Group) Co., Ltd.
Announcement on the Company’s Subscription of Private Fund Partnership Interests
This company’s board of directors and all directors warrant that there are no false records, misleading statements or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy and completeness of the contents.
Key matters:
● Investment target: China Bao Tou Zhi Qi Chen (Jiaxing) Equity Investment Partnership Enterprise (Limited Partnership) (tentative name; final name subject to approval by the registration authority)
● Investment party: Shanghai Dazhong Public Utilities (Group) Co., Ltd. (abbreviated as “the Company”)
● Investment amount: the Company plans to subscribe in the form of currency (cash) RMB 190,000,000 (i.e., RMB 190 million)
● This transaction does not constitute a related-party transaction
● This transaction does not constitute a material asset restructuring
● This transaction does not require submission to the board of directors or the general meeting of shareholders for review
● Other risk matters that investors should be reminded to focus on: This investment has a relatively long investment cycle and may face liquidity risk arising from the inability to exit funds; at the same time, during the target fund’s external investment process, it will be affected by many uncertainties, which may result in risks such as investment returns falling short of expectations and inability to exit in a timely manner. The implementation process involves uncertainties, which in turn may affect the value of the fund’s investment target.
I. Basic overview of the investment
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This transaction does not require submission to the board of directors and the general meeting of shareholders for review.
This transaction does not constitute a related-party transaction and does not constitute a material asset restructuring.
II. Basic information of the parties to the investment
(I) Fund manager / general partner / executive affairs partner
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The fund manager is a limited liability company established pursuant to the “Reply on the Approval of the Establishment Plan for China Insurance Investment Funds” issued by the State Council (Guohan [2015] No. 104). The shareholders are mainly composed of insurance companies and insurance asset management companies. The fund manager has experience in managing large-scale funds and has standardized operational models and a professional investment management team. At present, its operating status is normal and it complies with the requirements of relevant laws and regulations at its place of operation; there is no record of being a dishonest person subject to enforcement.
After confirmation, there is no related relationship between the fund manager and the Company, and there are no arrangements regarding related beneficial interests between the fund manager and the Company.
(II) Limited partners
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III. Basic information on the subscription of private fund partnership interests
(I) Specific information of the cooperative investment fund
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(II) Fund management model, investment model, and profit distribution method
For details of the fund’s management model, investment model, and profit distribution method, see “Section IV. Main contents of the investment agreement” of this announcement.
IV. Main contents of the investment agreement
(1) Investment target: China Bao Tou Zhi Qi Chen (Jiaxing) Equity Investment Partnership Enterprise (Limited Partnership) (tentative name; final name subject to approval by the registration authority).
(2) Investment scope: The target fund invests in companies in national strategic emerging industry areas such as advanced manufacturing.
(3) Investment restrictions: It shall not engage in transactions that buy and sell circulating shares in the secondary securities market (excluding securities transactions that may occur in the normal course of business, such as project investments under the agreement by the partnership enterprise and securities transactions carried out upon exiting projects invested in); it shall not engage in guarantee, mortgage, entrusted loans business, or other fixed-income investment businesses such as investment target commitments to principal protection and periodic distribution of interest; it shall not invest in stocks, futures, ordinary residential properties (including purchasing property for personal use), securities investment funds, trust products, non-principal-guaranteed wealth management products, insurance plans and other financial derivatives that do not meet requirements for interim investments; it shall not invest in other equity investment funds, etc.
Investment decision-making: The management party shall establish an investment decision-making committee for the partnership enterprise, to make professional decisions on matters such as project investment and investment exit. The investment decision-making committee shall be appointed by the fund manager and comprises 3 members in total. The specific members and meeting deliberation rules shall be formulated by the management party based on the principles set out in this agreement.
Restrictions on general partners: The general partner shall not provide loans, guarantees, or incur debts to third parties in the name of the partnership enterprise or with property (including but not limited to the partnership enterprise’s funds, assets, interests or credit). The general partner shall not pledge, mortgage, or create any other form of encumbrance over the property interest shares of this partnership enterprise.
Matters requiring the approval of the limited partners by way of voting:
(1) Extending the investment period or the exit period after the partnership enterprise’s term expires;
(2) Subsequent fundraising and accepting new investors as limited partners to subscribe for contributions to the partnership enterprise;
(3) After the target company achieves its first public offering and listing, and after the expiration of the stock lock-up period, the partnership enterprise’s plan to reduce holdings of the target company’s stocks or any non-cash distribution方案;
(4) Approving the liquidation report of this partnership enterprise;
(5) Other matters that shall be decided by the partners’ meeting as prescribed by laws, administrative regulations, departmental rules, or as agreed in this agreement.
The partnership enterprise may exit the target company through the following methods (not limited to):
(1) After the target company’s first public offering and listing, publicly trading the target company’s shares on suitable domestic or overseas securities trading markets;
(2) Agreement transfer of the target company’s equity/shares;
(3) Repurchase of the equity via other shareholders/investors of the target company, and mergers and acquisitions of equity;
(4) After the dissolution and liquidation of the target company, distributing the assets of the target company;
(5) Other methods permitted under applicable laws.
For the partnership enterprise’s planned exit of an unlisted target company, it shall first seek opinions from the limited partners regarding the exit plan. For an exit from a target company that has been listed and whose stock lock-up period has expired, the executive affairs partner shall prepare the stock reduction plan or a non-cash distribution方案, and submit it to the partners’ meeting for review; only after the consent of all partners may it be implemented.
(1) Profit distribution:
Project investment income received by the partnership enterprise, after deducting taxes and fees, partnership expenses and other expenses that have been accrued for the current period or are reasonably expected to occur in the near term (“project distributable income”), shall be distributed among the corresponding partners by the executive affairs partner according to the following principles and sequence:
First round distribution: the cumulative amount shall be equal to the actual paid-in contribution amount as of the point of that distribution;
Second round distribution: the cumulative amount distributed to limited partners in the first round shall achieve a hurdle return calculated at 6% per year, which shall be distributed to the limited partners;
Third round distribution: after the second round distribution, if there is still a balance, the hurdle return calculated at 6% per year shall be distributed to the general partner;
Fourth round distribution: after the above distributions, if there is still a balance, 90% shall be distributed to that limited partner and 10% shall be distributed to the general partner.
(2) Loss sharing: Losses incurred by the partnership enterprise as a result of investment projects shall be shared by all partners in proportion to the investment costs. All partners shall bear the partnership enterprise’s debts only to the extent of their subscribed contribution amounts, in proportion to their subscribed contribution proportions. If the partnership enterprise still has debts, the general partner shall bear unlimited joint and several liability.
As consideration for the fund manager to provide investment management and administrative services to the partnership enterprise, during the partnership enterprise’s term, the partnership enterprise shall, in accordance with this agreement, pay management fees to the management party.
(1) Fixed management fees: During the investment period and the exit period, the management fee rate applicable to each limited partner is 1% per year, and it shall be collected once for a 3-year period.
(2) Additional management fees: After the cumulative distributions by limited partners achieve a hurdle return of 6% per year on the net actual paid-in contribution amount, the management party may additionally collect management fees for 2 more years from them in a lump sum, calculated at 2% of the investment costs.
The management fees payable by the partnership enterprise to the fund manager shall be the sum of the management fees to be allocated among all partners for each charging period. Unless the fund manager waives or reduces them, management fees shall be calculated from the delivery/closing date.
(1) Limited partners shall bear liability for the partnership enterprise’s debts only to the extent of their subscribed contribution amounts.
(2) Limited partners shall have the right to remove or dismiss the executive affairs partner.
(3) The property of the partnership enterprise is independent of the executive affairs partner’s own assets and the property of other enterprises managed by it. The dedicated account of the partnership enterprise (including fundraising settlement accounts, custody accounts, etc.) shall be separately accounted for and managed from the fund account of the executive affairs partner and the accounts of other enterprises managed by it.
(4) The general partner shall seek the maximum benefit for the partnership enterprise on the basis of the principles of good faith. The executive affairs partner shall not engage in any activities directly detrimental to the interests of the partnership enterprise;
(5) At any time, neither the management party nor the general partner may receive interests of the investment target company or its related parties in its own name or the name of its related parties, which would constitute a diversion of benefits. If such a diversion of benefits is involved, all of such benefits shall be included in the income of the partnership enterprise.
(6) The partnership enterprise shall try to avoid or reduce related-party transactions. If related-party transactions are truly necessary, they shall require unanimous consent of the partners’ meeting, and the transaction terms and consideration shall be fair and reasonable and shall not harm the interests of the partnership enterprise. When voting on related-party transactions, related parties shall abstain.
(7) If the management party newly establishes or manages private equity or venture capital funds in China that are substantively the same as the partnership enterprise (the “subsequent fund”), it shall not substantially impair the investment purpose and interests of this fund, including ensuring that the partnership enterprise’s exit opportunities are not worse than those of the subsequent fund.
(8) Limited partners shall have the right to supervise the management and operation of the partnership enterprise, and shall have the right to obtain and inspect relevant materials concerning the partnership enterprise’s management and utilization of assets under this agreement, and to urge the executive affairs partner and fund manager to perform their duties;
(9) To obtain profit distribution from the partnership enterprise in accordance with the agreement, etc. Among them, each partner’s actual paid-in contribution amount shall receive a hurdle return calculated at 6% per year, and the limited partners shall be distributed before the general partner.
(10) If a limited partner makes an effective application to transfer all or part of its partnership enterprise interests, the executive affairs partner shall consent. If the general partner transfers its partnership enterprise interests, it shall transfer the partnership interests it holds to a related party.
All partners agree that the executive affairs partner shall entrust a qualified fundraising supervision institution (“fundraising supervision institution”) for the partnership enterprise, and open a fundraising settlement account for the partnership enterprise. As a neutral third party and professional institution, the fundraising supervision institution is responsible for supervising fundraising and settlement funds and providing safe support for the transfer of fundraising and settlement funds.
All partners agree that the executive affairs partner shall entrust a qualified custody institution (“custody institution”) for the partnership enterprise and open a custody account for the partnership enterprise. As a neutral third party and professional institution, the custody institution is responsible for providing fund safety assurance, investment supervision, real-time settlement, and support for automated information reports.
If a partner fails to make contributions on time and in full, or violates any representation and warranty, resulting in losses to the partnership enterprise or restrictions being imposed on it, the executive affairs partner may take corresponding measures, including forcibly expelling the breaching partner from the partnership, requiring other partners to pay the contributions, demanding that it assume overdue breach penalties and all direct losses, transferring its interests, etc.
Applicable law and dispute resolution: All disputes arising from and relating to the “Partnership Agreement,” first shall be resolved through friendly consultations among the relevant parties. If the relevant parties cannot resolve the dispute through consultation, the dispute shall be submitted to the Shanghai Financial Arbitration Court for arbitration in Shanghai in accordance with the arbitration rules effective at that time.
Effectiveness of the agreement: The “Partnership Agreement” shall become effective on the date when all parties sign it.
V. Impact on the listed company
The Company’s subscription to the private fund partnership interests in this case is carried out by collaborating with professional investment institutions with relatively large scale and rich investment management experience. By leveraging their experience advantages and resource advantages, it will increase the Company’s investment channels, cultivate new profit growth points, and continuously enhance its core competitiveness and long-term sustainable development capabilities. This will help improve investment returns for the majority of shareholders and is consistent with the common interests of the Company and all shareholders.
The source of funds for this transaction is the Company’s own funds. As a limited partner, the Company bears limited liability for the partnership enterprise’s debts to the extent of its contribution amount. Under the premise of reasonably controlling risks, it will not affect the Company’s normal production and business operations and will not have any significant adverse impact on the Company’s financial position and operating status.
VI. Risk warning for this external investment
As of the date of disclosure of this announcement, the target fund still needs to complete the registration and filing procedures with the China Association of Securities Investment Funds. There are still certain uncertainties in the implementation process of this matter.
Investments in private funds have characteristics such as long investment cycles and lower liquidity. As a result, the target fund invested in by the Company in this case may face a relatively long investment recovery period.
The projects invested by private funds may involve risks of varying degrees, including but not limited to market risk, management risk, liquidity risk, credit risk, risk that expected investment returns cannot be realized, operational or technical risks, and other risks. Investors are reminded to make prudent decisions and to pay attention to investment risks.
After completion of this investment, the Company will strengthen communication with the counterpart(s), promptly follow up on fund operations and implementation of investment projects, urge the fund manager to do a good job in post-investment management, strictly implement all risk control measures, and prevent investment risks arising from improper operations or other reasons.
This announcement is hereby given.
Board of Directors of Shanghai Dazhong Public Utilities (Group) Co., Ltd.
March 31, 2026
● Filing documents
“Partnership Agreement of China Bao Tou Zhi Qi Chen (Jiaxing) Equity Investment Partnership Enterprise (Limited Partnership)”
Resolution of the general manager’s office meeting of Dazhong Public
Stock code: 600635 Stock abbreviation: Dazhong Public Announcement No.: Lin 2026-010
Bond code: 240539 Bond abbreviation: 24 Dazhong Public 01
Bond code: 244523 Bond abbreviation: 26 Dazhong Public 01
Shanghai Dazhong Public Utilities (Group) Co., Ltd.
Announcement on the Company’s Proposed Registration and Issuance of Corporate Bonds and Offshore Bonds
This company’s board of directors and all directors warrant that there are no false records, misleading statements or material omissions in the contents of this announcement, and assume legal responsibility for the truthfulness, accuracy and completeness of the contents.
Shanghai Dazhong Public Utilities (Group) Co., Ltd. (hereinafter referred to as the “Company” or “our Company”) intends to, to meet the needs of the Company’s production and business development, optimize the Company’s debt structure, and enhance financing efficiency, apply for the issuance of corporate bonds and offshore bonds in one or multiple batches and across multiple terms with an aggregate amount of no more than RMB 3.5 billion, including foreign-currency conversion (including RMB 3.5 billion after foreign-currency conversion).
I. Explanation on whether the Company meets the conditions for issuing corporate bonds and offshore bonds
Pursuant to the relevant laws, regulations and regulatory documents including the “Company Law of the People’s Republic of China,” the “Securities Law of the People’s Republic of China,” the “Administrative Measures for the Issuance and Trading of Corporate Bonds” (hereinafter referred to as the “Administrative Measures”), the “Administrative Measures for Approval and Registration of Medium- and Long-Term External Debts in Enterprises,” and other relevant laws, regulations and normative documents, after conducting a self-check and comparison, the Company does not have any circumstances that would prevent the issuance of corporate bonds and offshore bonds, and has the qualifications and conditions for issuance.
II. Overview of the issuance of corporate bonds and offshore bonds
(I) Specific types of corporate bonds and offshore bonds
The specific types to be issued shall be determined, upon authorization by the Company’s board of directors from the shareholders’ meeting, or by persons authorized by the board of directors (hereinafter referred to as the “Authorized Persons”) to jointly or severally decide, in accordance with relevant national laws, regulations and the requirements of the securities regulatory authorities, and based on the resolutions of the shareholders’ meeting, and considering the actual situation of the Company and the market at the time of issuance. In this announcement, the proposed corporate bonds and offshore bonds referred to herein exclude any conversion terms.
(II) Issuance method and size
The Company’s corporate bonds and offshore bonds (calculated based on outstanding principal amounts to be repaid after issuance; for foreign-currency issuance, converted using the midpoint exchange rate published by the People’s Bank of China on the issuance date) in aggregate shall not exceed RMB 3.5 billion including foreign-currency conversion (including RMB 3.5 billion), and shall comply with the relevant requirements of laws and regulations regarding the issuance ceilings for specific corporate bonds and offshore bonds. For each specific issuance, the Company’s board of directors shall, for the issuance size and method, request that the Authorized Persons jointly or severally determine within the aforementioned scope, based on relevant laws and regulations and the opinions and suggestions of regulatory authorities, the Company’s capital needs, and the market conditions at the time of issuance, with full authority from the standpoint of maximizing the protection of the Company’s interests, and shall supervise the issuance and repayment status of the corporate bonds and offshore bonds.
(III) Issuance targets and arrangements for allocation to the Company’s shareholders
The issuance target of the corporate bonds shall be domestic investors that meet the subscription conditions. The issuance targets of the offshore bonds shall be domestic and overseas investors that meet the subscription conditions. The specific issuance targets shall be determined legally by the Authorized Persons jointly or severally based on applicable legal provisions, market conditions, and the specific issuance matters. The corporate bonds and offshore bonds may be allocated to the Company’s shareholders. The specific allocation arrangements (including whether to allocate, allocation ratios, etc.) shall be determined legally by the Authorized Persons jointly or severally based on market conditions and the specific issuance matters.
(IV) Bond maturity and types
For corporate bonds and offshore bonds with fixed maturity, their maturity shall not exceed 10 years (including 10 years). They may be issued as a single-maturity product or as a mix of multiple maturities. For corporate bonds and offshore bonds without fixed maturity, they are not subject to the above maturity limits. The specific composition of maturities and the size of each maturity product shall be determined by the Authorized Persons jointly or severally based on relevant provisions and market conditions at the time of issuance.
(V) Coupon rate
The coupon rates of the corporate bonds and offshore bonds will be determined by the Company and the bookrunner based on the results of the on-market/off-market inquiry and book-building within the preset coupon rate range through negotiation. The coupon rate of the corporate bonds and offshore bonds will adopt simple interest paid annually and will not compound. The calculation and payment method of the interest rates for the corporate bonds and offshore bonds shall be determined by the Authorized Persons jointly or severally based on the market conditions at the time of issuance and relevant provisions.
(VI) Security measures
Guarantees and other credit enhancement arrangements shall be determined legally by the Authorized Persons jointly or severally in accordance with the characteristics of the corporate bonds and offshore bonds and the needs for issuance.
(VII) Use of proceeds
The proceeds from the corporate bonds and offshore bonds will be used to meet the needs of the Company’s business operations, adjust the debt structure, repay corporate debts, supplement working capital and/or for project construction, etc. The specific uses shall be determined by the Authorized Persons jointly or severally based on the Company’s capital needs.
(VIII) Measures to ensure repayment
In relation to the issuance of corporate bonds and offshore bonds, if the Company is expected to be unable to repay the principal and interest of the corporate bonds and offshore bonds on time, or if the Company fails to repay the principal and interest of the corporate bonds and offshore bonds on time at maturity, the Authorized Persons shall, jointly or severally, at least take the following measures:
Not to distribute profits to shareholders;
Temporarily suspend implementation of capital expenditure projects such as major external investments and acquisitions and mergers;
Reduce or suspend the salaries and bonuses of the Company’s directors and senior management;
Prevent the key responsible personnel from being transferred out.
(IX) Listing / trading arrangements
The Authorized Persons jointly or severally shall determine, based on the Company’s actual situation and market conditions, the matters related to applying for listing/trading of the corporate bonds and offshore bonds.
(X) Validity period of resolutions
The validity period of the shareholders’ meeting resolution for issuing the corporate bonds and offshore bonds shall be 36 months from the date the shareholders’ meeting approves it. If the board of directors and/or its Authorized Persons decide on the issuance or partial issuance of the corporate bonds and offshore bonds within the authorization validity period, and the Company also obtains, within the authorization validity period, issuance registration, approval, permission, filing or registration from the competent regulatory authorities (if applicable), then the validity period shall automatically be extended until the expiration date of the issuance registration, approval, permission, filing or registration.
III. Matters authorized
To effectively coordinate the corporate bonds and offshore bonds issuance and the specific matters during the issuance process, the board of directors will request that the shareholders’ meeting authorize the management to fully handle the relevant matters for the issuance of corporate bonds and offshore bonds within the framework and principles of the shareholders’ meeting resolutions, including but not limited to:
In accordance with applicable national laws, regulations and the relevant provisions of the regulatory authorities and the resolutions of the shareholders’ meeting, and based on the Company’s and the relevant debt market’s specific conditions, to formulate and adjust the specific issuance plan for the corporate bonds and offshore bonds, including but not limited to appropriate issuance entities, issuance timing, specific issuance quantity and methods, issuance terms, issuance targets, maturity, whether to issue once, multiple times or in installments, issuance of multiple product varieties, the allocation and maturity arrangements for each issuance time, each tranche and each product variety, decisions on par value and coupon rate, currency selection (including offshore RMB), pricing methods, issuance arrangements, credit enhancement arrangements such as guarantee letters and support letters, rating arrangements, specific subscription procedures, whether to set repurchase terms and redemption terms, specific allocation arrangements, use of proceeds, registration and filing, listing/trading of the corporate bonds and offshore bonds and the locations for listing/trading, measures to reduce repayment risks, repayment security measures, and all other matters related to the issuance of corporate bonds and offshore bonds (if applicable);
To decide to engage intermediary institutions, and sign, implement, amend, complete all agreements and documents related to the issuance of the corporate bonds and offshore bonds (including but not limited to sponsor agreement, underwriting agreement, guarantee agreement, credit enhancement agreements such as support letters, bond indenture, agreements to employ intermediary institutions, trust management agreements, liquidation management agreements, registration and custody agreements, listing/trading agreements, and other legal documents), and to make relevant information disclosures in accordance with applicable laws and regulations and the listing/trading rules of the exchange where the Company’s securities are listed/traded (including but not limited to preliminary and final issuance memorandums for the corporate bonds and offshore bonds, all announcements related to the issuance of the corporate bonds and offshore bonds, circulars, etc.);
To, for the issuance of the corporate bonds and offshore bonds, select and appoint trustee managers and clearance managers, sign the trustee management agreement and clearance management agreement, and formulate rules for the holders’ meetings (if applicable);
To handle all reporting and listing/trading matters for the issuance of the corporate bonds and offshore bonds (if applicable), including but not limited to preparing, amending and submitting application materials for the issuance and listing/trading of the corporate bonds and offshore bonds, and for the Company, the issuers and/or third parties’ credit enhancement agreements such as guarantees and support letters, in accordance with the requirements of relevant regulatory authorities, and to sign the relevant application documents and other legal documents;
Other than matters that involve the need for the shareholders’ meeting to re-vote pursuant to relevant laws, regulations and the Company’s articles of association, to adjust, in accordance with the opinions of regulatory authorities, policy changes, or changes in market conditions, matters related to the issuance of the corporate bonds and offshore bonds accordingly, or to decide, based on actual circumstances, whether to continue with all or part of the work for the issuance of the corporate bonds and offshore bonds;
To handle other related matters relating to the issuance of the corporate bonds and offshore bonds;
Based on the authorization approved by the shareholders’ meeting, to agree that the board of directors authorizes the Authorized Persons of the Company to act as the Authorized Persons for the issuance of the corporate bonds and offshore bonds, to jointly or severally handle all matters related to the issuance of the corporate bonds and offshore bonds on behalf of the Company in accordance with the resolutions of the shareholders’ meeting and the authorization granted by the board of directors.
The above authorization shall be effective for 36 months from the date it is approved by the shareholders’ meeting, or until the earlier of the completion of the handling of the authorized matters (depending on whether all issuances of the corporate bonds and offshore bonds have been completed). However, if the board of directors and/or its Authorized Persons decide on the issuance or partial issuance of the corporate bonds and offshore bonds within the authorization validity period, and the Company also obtains within the authorization validity period issuance registration, approval, permission, filing or registration from the competent regulatory authorities (if applicable), then the validity period shall automatically be extended until the expiration date of the issuance registration, approval, permission, filing or registration.
IV. Brief financial and accounting information of the issuer
(I) Changes in the consolidated reporting scope of our Company over the most recent three years
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(1) Changes in the consolidated reporting scope of the Company in 2023
The Company increased the consolidation unit in 2023
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The Company decreased the consolidation unit in 2023
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(2) Changes in the consolidated reporting scope of the Company in 2024
The Company increased the consolidation unit in 2024
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(3) Changes in the consolidated reporting scope of the Company in 2025
There was no change in the consolidated reporting scope of the Company in 2025.
(II) Consolidated and parent balance sheet, income statement and cash flow statement of our Company over the most recent three years
Unit: ten thousand yuan
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Unit: ten thousand yuan
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Unit: ten thousand yuan
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Unit: ten thousand yuan
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Unit: ten thousand yuan
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Unit: ten thousand yuan
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(III) Major financial indicators of our Company over the most recent three years
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(IV) Management’s concise financial analysis
Unit: RMB
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At the end of 2025, the issuer’s total assets were RMB 23,262,206,567.88, up RMB 273,053,920.05 compared with the end of 2024, an increase of 1.19%. At the end of 2025, the issuer’s total liabilities were RMB 12,824,801,336.46, down RMB 123,888,161.01 from the end of 2024, a decrease of 0.96%. At the end of 2025, the issuer’s total owners’ equity attributable to the parent company was RMB 8,887,974,412.56, up RMB 340,400,682.66 compared with the end of 2024, an increase of 3.98%.
Unit: RMB
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In 2025, the net cash flow from operating activities of the Company was RMB 1,087,349,496.01. Compared with 2024, it increased by RMB 681,827,784.21, an increase of 168.14%, mainly because the cash paid for purchase amounts during the reporting period decreased compared with the same period of last year. In 2025, the net cash flow from investing activities of the Company was RMB -718,598,565.24. Compared with 2024, the net cash flow from investing activities decreased by RMB 831,687,147.01, a decrease of 735.43%, mainly because the net cash inflow/outflow from investment recoveries and payments during the reporting period decreased compared with the same period of last year; investment in the gas aging pipeline facility renovation project increased compared with the same period of last year. In 2025, the net cash flow from financing activities of the Company was RMB -760,982,796.70. Compared with 2024, the net cash outflow from financing activities increased by RMB 433,543,765.52, an increase of 132.40%, mainly because during the reporting period, the Company’s asset-liability ratio decreased; the net cash flow of borrowed funds minus repaid debts decreased compared with the same period of last year.
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Note: Asset-liability ratio = total liabilities / total assets
Current ratio = current assets / current liabilities
Quick ratio = (current assets - inventories) / current liabilities
EBITDA = total profit + interest expense included in financial expenses + depreciation of fixed assets + amortization of intangible assets + amortization of long-term prepaid expenses
EBITDA interest coverage ratio = EBITDA / (interest expense included in financial expenses + capitalized interest expense)
In 2025, the Company’s current ratio was 67.25%, and the quick ratio was 63.86%, which decreased compared with 2024; at the end of 2025, the Company’s asset-liability ratio was 55.13%, which decreased compared with the end of 2024.
Unit: RMB
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In 2025, the Company achieved total operating revenue of RMB 6,113,376,273.99, a decrease of 3.51% year-on-year. The consolidated total profit was RMB 590,571,817.55, a year-on-year increase of 35.85%. The consolidated net profit was RMB 502,379,514.87, a year-on-year increase of 52.97%. Net profit attributable to owners of the parent company was RMB 415,171,077.82, a year-on-year increase of 78.07%. In 2025, the Company’s weighted average return on net assets was 4.77%, up 1.99 percentage points from 2.78% in the same period last year.
(1) Seize the opportunities of the technology revolution and policy dividends, empowering smart development of public utilities
Based on the national policy directions for the development of smart cities and a new energy system, the Company will seize the dual opportunities of the technology revolution and policy dividends, and actively explore paths for upgrading to high-quality development of traditional public utilities empowered by smart technologies. It will focus on the application and implementation of core scenarios such as artificial intelligence and digital technologies in intelligent gas dispatching, pipeline network inspections, intelligent sewage aeration and dosing, etc., explore deployment of intelligent equipment, build smart operations platforms, improve safety governance systems, and continue to promote the transformation of traditional public utilities toward smart development.
(2) Continuously improve the company’s overall ESG management capabilities, and steadily promote green and low-carbon development of public utilities
The Company will closely follow the core goal of the nation’s “dual carbon” green transition, actively explore new paths that integrate clean energy deployment with low-carbon operations of public utilities, and steadily enhance its overall ESG management capabilities by improving the ESG governance framework, strengthening low-carbon technology investment and application in scenarios, and deepening green governance across the entire industry chain. It will steadily promote the greening upgrade of public utilities and build competitive strengths for sustainable development.
(3) Firmly uphold the red line of safety production to ensure stable and unimpeded supply
The Company will firmly establish awareness of the red line for safety production, strengthen safety responsibilities across the entire process. By making “proactive safety management” a regularized practice, it will continuously carry out hidden-issue inspections, rectification and personnel safety education, prevent safety risks from the source. By ensuring continuous and stable safety production as the fundamental principle, it will fully guarantee stable and unimpeded supply.
(4) Strengthen internal control management and effectively prevent risks
The Company will, based on the latest laws and regulations and regulatory requirements, and in light of its own actual situation, build a comprehensive risk management system integrating internal control, risk control and compliance as a “three-in-one” framework. It will continue to improve the Company’s rules and regulations and internal control processes, continuously optimize its corporate governance structure, keep a close watch on the two red lines—“cash flow” and “asset-liability ratio”—and advance refined cash flow management and strengthen asset-liability ratio control. It will strengthen internal control systems and risk prevention mechanisms, and promote the Company’s continuous and stable development.
(5) Strengthen talent cultivation and enhance team building
The Company will continuously improve its talent cultivation system, and always treat talent development as an important support for enhancing the Company’s corporate innovation advantages and industry advantages. It will conduct tiered and categorized professional training and employee rotation, strengthen employees’ foundational professional capabilities, enrich hands-on job experience, empower employee development in a multi-dimensional manner, and build a high-quality comprehensive professional team, injecting continuous talent momentum into development.
V. Use of proceeds from issuance of corporate bonds and offshore bonds
The proceeds from the Company’s corporate bonds and offshore bonds are intended to be used for purposes such as repaying corporate debts, supplementing working capital, and project construction. The specific use amounts, proportions and other detailed usage matters for the proceeds will be determined by the management, subject to authorization by the board of directors and in accordance with the Company’s financial condition and other actual circumstances.
To a certain extent, the use of proceeds from the Company’s corporate bonds and offshore bonds will meet the Company’s needs for day-to-day production and business operations, help optimize its debt structure, and promote the Company’s continuous and healthy development.
VI. Other important matters
(I) External guarantees
As of the end of 2025, the issuer does not provide guarantees to entities outside the scope of the consolidated reporting.
(II) Material outstanding lawsuits and arbitrations
As of the date of disclosure of this announcement, the Company has no outstanding lawsuits or arbitrations that are required to be disclosed and may have a significant impact on the Company’s financial condition, operating results, reputation, business activities, future prospects, etc.
The matters proposed to be registered and issued of corporate bonds and offshore bonds need to be submitted to the Company’s shareholders’ meeting for review, and shall be implemented after approval by the Company’s 2025 annual general meeting of shareholders.
This announcement is hereby given.
Board of Directors of Shanghai Dazhong Public Utilities (Group) Co., Ltd.
March 31, 2026
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