Tianjin Chuangye Environmental Protection Group Co., Ltd.

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2026-04-12 18:24:02

Announcement on Providing Guarantees for Subsidiary Financing and Authorization from the Board of Directors

Stock Code: 600874 Stock Abbreviation: Chuangye Environmental Announcement No.: Lin2026-009

Bond Code: 243568 Bond Abbreviation: GK JinChuang01

Tianjin Chuangye Environmental Protection Group Co., Ltd.

Announcement on Providing Guarantees for Subsidiary Financing and Authorization from the Board of Directors

The company’s board of directors and all directors guarantee that the content of this announcement does not contain any false records, misleading statements, or major omissions, and bear legal responsibility for the authenticity, accuracy, and completeness of its content.

Key Content Highlights:

● The total amount of guarantees this time and the actual guarantee balance provided: The guarantee amount this time does not exceed 3,570.44 million yuan.

● Whether there is counter-guarantee for this guarantee: None

● Total number of overdue external guarantees: None

● Unless otherwise specified, financial figures involved in this announcement are denominated in RMB.

Overview of Guarantee Situation

(1) Basic Guarantee Situation

As of December 31, 2025, Tianjin Chuangye Environmental Protection Group Co., Ltd. (hereinafter referred to as “the Company” or “the Group”) has a total external guarantee amount of 2,826.33 million yuan, all of which are financing guarantees provided to wholly-owned or controlling subsidiaries within the consolidated scope, accounting for approximately 27.55% of the latest audited net assets attributable to the parent company. In 2026, based on the company’s investment plan and subsidiary operation conditions, the company expects to add new guarantees for financing within the scope of subsidiaries’ consolidated statements not exceeding 3,570.44 million yuan, with individual guarantees not exceeding the company’s shareholding ratio in the guaranteed party, with specific details as follows:

Guarantee limit for wholly-owned or controlling subsidiaries with asset-liability ratio not exceeding 70%:

Unit: 10,000 yuan Currency: RMB

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Note 1: Other wholly-owned or controlling subsidiaries within the consolidated scope, including existing and future newly added subsidiaries beyond those listed in the table.

Guarantee limit for wholly-owned or controlling subsidiaries with asset-liability ratio exceeding 70%:

Unit: 10,000 yuan Currency: RMB

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Note 2: Other wholly-owned or controlling subsidiaries within the consolidated scope, including existing and future newly added subsidiaries beyond those listed in the table.

(2) Review Procedures for the Expected Guarantee Limit

On March 25, 2026, the company’s 10th Board of Directors held the 5th meeting, which approved the “Proposal on the Company’s New External Guarantee Limit” with 9 votes in favor, 0 against, and 0 abstentions.

The above guarantee proposal requires approval by the shareholders’ meeting before implementation.

Due to the large number of guarantees and the frequent need to enter into guarantee agreements, making it difficult to submit each agreement for the approval of the board or shareholders’ meeting, the company proposes to apply for the shareholders’ approval for the total guarantee limit of 3,570.44 million yuan, and implement it through the following authorized decision-making methods:

Guarantee matters already listed in the table (not exceeding the guarantee limit) require approval by the company’s general manager office when they occur;
Guarantee matters already listed in the table (excluding “other wholly-owned or controlling subsidiaries within the consolidated scope”) can be used interchangeably within their respective guarantee limits or increased within the annual total guarantee limit, but all require approval by the company’s general manager office;
Guarantee limits for wholly-owned or controlling subsidiaries with asset-liability ratio exceeding 70% can be allocated to those with asset-liability ratio not exceeding 70%, but require approval by the company’s general manager office; reverse allocation is not permitted;
Guarantees occurring under the above three situations do not require approval from the company’s board of directors or shareholders’ meeting.
Guarantees involving “other wholly-owned or controlling subsidiaries within the consolidated scope” as described in Note 1 and Note 2 shall be approved by the company’s board of directors under the following conditions and promptly disclosed, including but not limited to:

(1) Guarantee amount does not exceed the company’s shareholding ratio in the subsidiary;

(2) Guarantee agreements conform to general commercial terms;

(3) For newly established or merged companies, the project’s revenue level meets the company’s investment requirements and standards;

(4) The guaranteed party operates in a standardized manner and risks are controllable;

(5) Guarantee limits for wholly-owned or controlling subsidiaries with asset-liability ratio exceeding 70% can be allocated to those with asset-liability ratio not exceeding 70%, but reverse allocation is not permitted;

(6) Other matters that need to be disclosed according to relevant rules, systems, or regulations.
Authorization period: From the company’s 2025 annual shareholders’ meeting to the 2026 annual shareholders’ meeting.
Guarantees exceeding the above limit of 3,570.44 million yuan require approval procedures from the board of directors and shareholders’ meeting according to relevant regulations.

After executing the above guarantees, the company’s total guarantee amount will be 6,503.62 million yuan, accounting for approximately 63.39% of the latest audited net assets attributable to the parent company. The company will dynamically monitor guarantee balances, pay attention to the performance ability of the guaranteed parties, strengthen management measures, and control guarantee risks; meanwhile, the company will encourage subsidiaries to finance independently and reduce the guarantee limits.

Basic Information of the Guaranteed Parties

(1) Basic Information of the Guaranteed Companies:

The name, registration location, legal representative, business scope, etc., of the guaranteed companies are detailed in the table below:

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Details of the guarantees provided by the company to the above subsidiaries are in Attachment 1.
The financial status of the guaranteed companies is in Attachment 2.

(2) Relationship between the Guaranteed Companies and the Listed Company

All guaranteed companies are wholly-owned or controlling subsidiaries of the company, with specific shareholding ratios detailed in Attachment 1.

Main Contents of Guarantee Agreements

The guarantee limits above are based on the company’s current business situation; the relevant guarantee agreements have not yet been signed. The specific guarantee amounts, methods, durations, and signing times are subject to the actual signed contracts.

Board of Directors’ Opinions

The company’s board of directors believes that the expected guarantee limit is conducive to improving the company’s overall financing efficiency. The guarantee limit is based on the company’s development plan and subsidiary operational needs, which helps facilitate the company’s and subsidiaries’ financing activities. The guaranteed entities are all wholly-owned or controlling subsidiaries within the company’s consolidated scope, and the guarantee amount does not exceed the shareholding ratio, so the risk is controllable and will not harm the interests of the company and all shareholders. The board of directors agrees with this expected guarantee limit.

Total External Guarantee Amount and Overdue Guarantees

As of the date of this announcement, the company’s and controlling subsidiaries’ total external guarantee amount is 6,503.62 million yuan (including this guarantee), all of which are guarantees provided to wholly-owned or controlling subsidiaries, accounting for 63.39% of the latest audited net assets attributable to the parent as of December 31, 2025. There are no overdue guarantees.

This announcement is hereby made.

Tianjin Chuangye Environmental Protection Group Co., Ltd.

Board of Directors

March 25, 2026

Attachments: Attachment 1: Details of Subsidiary Guarantees ■ Attachment 2: Financial Status of Subsidiaries Unit: 10,000 yuan ■

Stock Code: 600874 Stock Abbreviation: Chuangye Environmental Announcement No.: Lin2026-005

Bond Code: 243568 Bond Abbreviation: GK JinChuang01

Tianjin Chuangye Environmental Protection Group Co., Ltd.

Resolution Announcement of the 5th Meeting of the 10th Board of Directors

Tianjin Chuangye Environmental Protection Group Co., Ltd. (hereinafter referred to as “the Company” or “the Group”) held the 5th meeting of the 10th Board of Directors on March 25, 2026, via a combination of on-site and communication voting. There were 9 directors present, and all 9 attended the meeting. Senior management personnel attended as non-voting participants. The company had sent the meeting notice and materials to all directors via email on March 13, 2026. The convening procedure of this board meeting complies with the “Company Law” and the company’s articles of association. The following resolutions were approved:

Proposal on the signing of three agreements related to the urban renewal project at the south side of Jinzhonghe Avenue, Jindi District, Tianjin, by Tianjin Zhongshui Co., Ltd. and related parties

The board approved the company’s wholly-owned subsidiary Tianjin Zhongshui Co., Ltd. to sign the “Reclaimed Water Supporting Agreement, Surface Installation Agreement, and Household Meter Installation Agreement” for the “Jinzhonghe Avenue South Side Area Urban Renewal Project, Plot 7 (02-15) (Langxi Garden).” The amount of this agreement does not meet the disclosure standards of the Shanghai Stock Exchange but meets the disclosure standards of the Hong Kong Stock Exchange for related-party transactions, as detailed in the company’s “H-share Announcement” published on the same day on the Shanghai Stock Exchange website ().

Directors Tang Fusheng, Wang Yongwei, and Li Xiaoguang are related directors and need to recuse themselves from voting.

Non-related directors present voted as follows:

Vote result: 6 in favor, 0 against, 0 abstain. The proposal was approved.

Proposal on signing the “Tianjin New Residential and Public Building Heating Secondary Network (Lifting, Buried) Project Construction Agreement” with related parties

The board approved the company’s Tianjin Jiayuan Shengchuang New Energy Technology Co., Ltd. to sign the “Tianjin New Residential and Public Building Heating Secondary Network (Lifting, Buried) Project Construction Agreement” with related parties. The agreement amount does not meet the disclosure standards of the Shanghai Stock Exchange but meets the Hong Kong Stock Exchange related-party transaction disclosure standards, as detailed in the company’s “H-share Announcement” published on the same day on the Shanghai Stock Exchange website ().

Directors Tang Fusheng, Wang Yongwei, and Li Xiaoguang are related directors and need to recuse themselves from voting.

Non-related directors present voted as follows:

Vote result: 6 in favor, 0 against, 0 abstain. The proposal was approved.

Proposal on reviewing the company’s profit distribution plan for 2025

According to the audit report by Daxin Certified Public Accountants (Special General Partnership), the net profit attributable to the parent company’s shareholders for 2025 is RMB 862,357,236.56. After deducting statutory surplus reserve of RMB 88,649,352.90 as per the “Company Law of the People’s Republic of China” and the company’s articles of association, adding the undistributed profit at the beginning of the year of RMB 613,346,490.6, and subtracting the cash dividends of RMB 266,971,074.45 distributed for 2024, the actual distributable profit for shareholders in 2025 is RMB 6,640,201,715.97.

Considering the company’s operations and capital status, and to protect investors’ interests and actively reward investors, the company proposes to distribute RMB 2.09 (tax included) cash dividend per 10 shares, totaling RMB 328,217,379.77, representing 38.06% of the net profit attributable to shareholders for 2025. The capital reserve will not be converted into share capital for 2025. Details are in the “2025 Annual Profit Distribution Plan Announcement” published on the Shanghai Stock Exchange website on the same day (Announcement No.: Lin2026-006).