Core Viewpoint - The transaction involves Hunan Energy Group Development Co., Ltd. acquiring stakes in several hydropower companies through a combination of issuing shares and cash payments, with the aim of raising supporting funds for the acquisition [1]. Group 1: Industry and Company Overview - The companies involved in the transaction, including Hunan Development and the target companies, are classified under the "D44 Electric Power, Heat Production and Supply Industry" according to the China Securities Regulatory Commission's guidelines [2][3]. - The transaction does not fall under the categories of industries or enterprises that are prioritized for mergers and acquisitions as outlined by the State Council and relevant ministries [2][3]. Group 2: Transaction Type and Structure - The transaction is categorized as a horizontal merger since both the listed company and the target companies primarily engage in hydropower generation [3]. - The transaction does not constitute a restructuring listing as there is no change in the controlling shareholder or actual controller before and after the transaction [4]. Group 3: Share Issuance and Regulatory Compliance - The transaction involves the issuance of shares by Hunan Development to acquire equity in the target companies, along with cash payments [4]. - As of the date of the review, Hunan Development is not under investigation by the China Securities Regulatory Commission [4].

Core Viewpoint - The independent financial advisor, CITIC Securities, has confirmed that Hunan Development does not have any significant asset purchases or sales related to the transaction target within the last twelve months, thus no cumulative calculation is required [1] Group 1: Transaction Overview - CITIC Securities is acting as the independent financial advisor for Hunan Development's transaction involving the issuance of shares and cash payment for asset acquisition [1] - The transaction is categorized as a related party transaction under the regulations governing major asset restructuring [1] Group 2: Regulatory Compliance - According to the regulations, if a listed company engages in continuous purchases or sales of the same or related assets within twelve months, the cumulative amounts must be calculated [1] - The independent financial advisor has verified that there are no significant asset transactions involving the same transaction party or similar business scope that would require cumulative calculation [1]

Core Viewpoint - Hunan Energy Group Development Co., Ltd. plans to acquire 90% stakes in four hydropower companies through a combination of share issuance and cash payment, with the transaction being subject to a performance verification report by CITIC Securities [1]. Group 1: Company Overview - Hunan Xiangtou Tongwan Hydropower Development Co., Ltd. has a registered capital of 330 million yuan and focuses on hydropower generation [1]. - Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd. has a registered capital of 280 million yuan and also specializes in hydropower generation [2]. - Hunan Xinxiao Xixi Hydropower Development Co., Ltd. has a registered capital of 217.6 million yuan and is engaged in hydropower generation [4]. - Hunan Xiangtou Yuanling Gaotan Power Generation Co., Ltd. has a registered capital of approximately 124.48 million yuan and focuses on hydropower generation [9]. Group 2: Financial Performance - For Hunan Xiangtou Tongwan, the operating income for 2023 was 88.1 million yuan, with a net profit of 40.71 million yuan, showing a significant recovery from a net loss of 30.84 million yuan in 2022 [2]. - Hunan Xiangtou Qingshui Pond reported an operating income of 63.79 million yuan in 2023, with a net profit of 22.92 million yuan, recovering from a net loss of 29.70 million yuan in 2022 [3]. - Hunan Xinxiao Xixi reported an operating income of 70.39 million yuan in 2023, with a net profit of 5.73 million yuan, compared to a net loss of 0.50 million yuan in 2022 [5]. - Hunan Xiangtou Yuanling Gaotan reported an operating income of 66.22 million yuan in 2023, with a net profit of 22.89 million yuan, recovering from a net loss of 0.75 million yuan in 2022 [7]. Group 3: Performance Verification Process - The verification process included interviews, document checks, and analytical procedures to ensure the authenticity and completeness of the reported revenues, costs, and expenses of the target assets [10][11]. - The verification covered internal control processes related to sales and collections, revenue recognition policies, and comparisons with industry peers to identify any unusual revenue fluctuations [10][11]. - The verification also involved checking major customer and supplier backgrounds, as well as confirming the accuracy of financial records through bank statements and invoices [10][11].

Group 1 - The transaction involves Hunan Energy Group Development Co., Ltd. issuing shares and paying cash to acquire 90% equity stakes in Hunan Xiangtou Congwan Hydropower Development Co., Ltd., Hunan Xiangtou Qingshui Pond Hydropower Development Co., Ltd., 88% in Hunan Xinshao Xiaoxi Hydropower Development Co., Ltd., and 85% in Hunan Xiangtou Yuanling Gaotan Power Generation Co., Ltd. [1] - CITIC Securities Co., Ltd. acted as the independent financial advisor for the transaction and conducted a review to ensure that the involved parties do not fall under the prohibitions outlined in the regulatory guidelines regarding major asset restructuring [1][2] - As of the date of the review, none of the parties involved in the transaction have been investigated for insider trading related to this transaction, nor have they faced administrative penalties or criminal charges from the China Securities Regulatory Commission in the past 36 months [1]

湖南能源集团发展股份有限公司（以下简称"湖南发展"或"上市公司"）拟以发 行股份及支付现金的方式购买湖南能源集团电力投资有限公司（以下简称"电投公司"） 持有的湖南湘投沅陵高滩发电有限责任公司（以下简称"高滩水电"）85%股权、湖南 湘投铜湾水利水电开发有限责任公司（以下简称"铜湾水电"）90%股权、湖南湘投清 水塘水电开发有限责任公司（以下简称"清水塘水电"）90%股权、湖南新邵筱溪水电 开发有限责任公司（以下简称"筱溪水电"）88%股权，同时向不超过 35 名符合条件 的特定投资者发行股份募集配套资金（以下简称"本次重组"或"本次交易"）。本次 交易预计构成重大资产重组和关联交易，不构成重组上市。 于 <湖南能源集团发展股份有限公司发行股份及支付现金购买资产并募集配套资金暨关> 联交易报告书（草案）>及其摘要的议案》《关于本次交易方案调整不构成重组方案重 大调整的议案》等相关议案，对本次交易方案进行了调整。中信证券股份有限公司（以 下简称"独立财务顾问"）作为上市公司本次重组的独立财务顾问，就上市公司本次交 易方案调整事项进行核查，并出具如下核查意见。 一、本次交易方案调整情况 （一）调整前的交易方案 中 ...

Group 1 - The core viewpoint of the report is that the company, Haiguang Information Technology Co., Ltd., is undergoing continuous supervision by CITIC Securities as it prepares for its initial public offering on the Sci-Tech Innovation Board, with a focus on compliance and risk management [1][2][5] - The company has not encountered any significant issues during the supervision period, indicating a stable operational environment [2][5] - The report highlights the company's strong financial performance, with a 45.21% increase in revenue to 546,423.51 million yuan and a 40.78% increase in net profit attributable to shareholders, reaching 120,145.18 million yuan [5][11] Group 2 - The company faces core competitiveness risks due to the high capital and personnel investment required for the development of high-end processors, with uncertainties in research and development outcomes [2][3] - Operational risks are present due to high customer concentration in the server industry, which could impact the company if major clients face financial difficulties [3][4] - Financial risks are highlighted by the company's significant R&D expenditures, which accounted for 31.31% of revenue, potentially leading to asset impairment if market conditions change [3][4] Group 3 - The company has a robust intellectual property portfolio, with 923 invention patents and 338 software copyrights, which are crucial for maintaining competitive advantages [6][9] - The company has established a strong ecosystem with upstream and downstream partners, enhancing its market position and product offerings [8][9] - The company is actively involved in the domestic market, focusing on localized solutions that cater to the specific needs of Chinese customers, thereby enhancing its competitive edge [9][10] Group 4 - The company has made significant progress in R&D, with total R&D expenditures of 171,061.00 million yuan, reflecting a commitment to innovation [5][10] - The report indicates that the company is on track with its fundraising projects, having extended the timeline for project completion to September 2025 to ensure quality and compliance [11] - The company has maintained a stable management structure, with no significant changes in the core competitiveness during the supervision period [9][10]

Core Viewpoint - The report outlines the ongoing supervision and assessment of Hangzhou Anjisi Medical Technology Co., Ltd. by CITIC Securities, focusing on the company's compliance, financial performance, and potential risks in the medical device industry [1][2]. Group 1: Continuous Supervision Overview - CITIC Securities conducted a site inspection on July 14, 2025, as part of its ongoing supervisory responsibilities [1]. - The supervision included reviewing corporate governance documents, financial management systems, and fundraising management practices [1]. Group 2: Identified Issues and Rectification - No major issues were found during the supervision period, indicating effective management practices [2]. - The company faces core competitiveness risks due to the lengthy and complex nature of developing minimally invasive endoscopic devices [2][3]. Group 3: Major Risk Factors - The company is exposed to operational risks from increasing competition in the domestic market and potential price reductions due to healthcare cost control measures [2][4]. - Quality control is critical, as any product defects could harm the company's reputation and financial performance [3][4]. Group 4: Financial Performance - For the first half of 2025, the company reported a revenue of 302.43 million yuan, a 14.56% increase from the previous year [11]. - The total profit for the same period was 149.13 million yuan, reflecting a 2.78% increase [11]. - The net profit attributable to shareholders was 111.51 million yuan, showing a decrease of 7.06% when excluding non-recurring gains [11]. Group 5: Research and Development - The company has increased its R&D investment, with total R&D expenses reaching 34.46 million yuan, a 33.29% increase compared to the previous period [18]. - R&D efforts focus on innovative diagnostic and therapeutic devices, with a strong emphasis on integrating AI technologies [12][18]. Group 6: Market Dynamics - The company is expanding its market presence, with significant sales growth in Europe (38.28%) and Asia (29.05%), while facing a decline in North America (9.89%) due to trade tensions [16]. - The company actively adapts to new procurement policies and payment regulations in the healthcare sector to maintain competitiveness [8][9]. Group 7: Compliance and Governance - The company adheres to various international and domestic quality management standards, ensuring compliance in its operations [13]. - There were no significant violations of fundraising regulations during the supervision period, indicating sound financial governance [21][24].

中信证券股份有限公司 关于浙江永和制冷股份有限公司 提前赎回"永和转债"的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为浙 江永和制冷股份有限公司（以下简称"永和股份"或"公司"）的保荐人， 根据《证券发行上市保荐业务管理办法》《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监管指引第1号——规范运作》《上海证券交 易所上市公司自律监管指引第12号——可转换公司债券》等相关规定履行持 续督导职责，针对永和股份提前赎回"永和转债"事项进行了审慎核查，发 表如下核查意见： 一、"永和转债"发行上市概况 （一）永和转债"发行情况 经中国证券监督管理委员会《关于核准浙江永和制冷股份有限公司公开发行 可转换公司债券的批复》（证监许可[2022]2048 号）核准，公司于 2022 年 10 月 万元。本次发行的可转换公司债券的期限为自发行之日起六年，即 2022 年 10 月 11 日至 2028 年 10 月 10 日。 可转债票面利率为：第一年 0.30%、第二年 0.50%、 第三年 1.00%、第四年 1.50%、第五年 2.00%、第六年 3.00%。 （二）"永和转债"上 ...

Core Viewpoint - The company intends to engage in foreign exchange derivative trading to mitigate risks associated with foreign exchange rate fluctuations, thereby enhancing financial stability and operational performance [1][5]. Summary by Sections Transaction Overview - The company and its subsidiaries aim to conduct foreign exchange derivative transactions to reduce risks from foreign exchange rate volatility, with a planned trading amount not exceeding 200 million RMB (or equivalent in other currencies) [1][2]. - The trading period for these transactions is valid for 12 months from the approval date by the board of directors, with the maximum contract value at any point not exceeding 200 million RMB [1][2]. Funding Source - The funding for the foreign exchange derivative transactions will come from the company's own funds, without involving raised funds or bank credit [2]. Trading Method - The company will utilize straightforward and transparent foreign exchange derivative instruments such as forward contracts, options, and swaps, adhering to hedging principles and risk-neutral management [2][3]. - Transactions will be conducted with reputable domestic and international financial institutions qualified for foreign exchange derivative trading [2]. Authorization for Trading - The board of directors has authorized the general manager or designated business leaders to make decisions and sign relevant documents within the approved limits and timeframe [2]. Review Procedures - The board of directors approved the proposal for foreign exchange derivative trading on August 25, 2025, confirming that the decision falls within their authority and does not require shareholder approval [3]. Supervisory Board Opinion - The supervisory board supports the foreign exchange derivative trading as it effectively mitigates foreign exchange market risks and enhances the efficiency of foreign exchange fund utilization [3]. Risk Analysis - The company acknowledges potential risks associated with foreign exchange derivative trading, including market risks due to price fluctuations and risks from inadequate internal controls [4]. Risk Control Measures - The company will implement strict internal controls and procedures to ensure that all trading activities are conducted within the authorized limits and are aimed at hedging rather than speculation [4]. - Regular reporting on risk exposure changes will be conducted to management, with emergency measures in place for any identified risks [4]. Impact and Accounting Treatment - Engaging in foreign exchange derivative trading is expected to improve the company's ability to manage foreign exchange risks, thereby protecting operational performance and shareholder interests [5]. - The company will follow relevant accounting standards for the recognition and measurement of financial instruments related to these transactions [5]. Sponsor Institution's Review Opinion - The sponsor institution has confirmed that the company has followed necessary internal decision-making procedures for the foreign exchange derivative trading proposal and has no objections to the matter [5].

Core Viewpoint - The company intends to conduct foreign exchange hedging activities to mitigate the risks associated with currency fluctuations, primarily due to its overseas procurement and sales operations, which predominantly use USD as the settlement currency [1][2]. Summary by Sections 1. Overview of Foreign Exchange Hedging Activities - The purpose of the foreign exchange hedging activities is to effectively avoid and prevent the impact of exchange rate fluctuations on the company's operating performance, thereby improving the efficiency of foreign exchange fund utilization and reasonably reducing financial costs [1]. - The total amount for the proposed foreign exchange hedging activities will not exceed 50 million USD or its equivalent in other currencies, with the ability to roll over this amount within the authorized period [1]. 2. Funding Sources and Transaction Methods - The funding for the foreign exchange hedging activities will come from the company's own funds [2]. - The company plans to engage with large commercial banks or financial institutions with legal qualifications and high credit ratings for the hedging activities, including forward foreign exchange sales and foreign exchange swap transactions [2]. 3. Authorization and Duration - The board of directors has authorized the management to conduct foreign exchange hedging activities for a period of 12 months from the date of approval, with the total foreign currency amount not exceeding 50 million USD [2][4]. 4. Risk Analysis and Control Measures - The foreign exchange hedging activities are designed to lock in exchange rate risks and avoid speculative trading. However, there are inherent risks, including market judgment risks and operational risks due to potential misjudgment of exchange rate trends [3]. - The company has established a risk control framework, including training for personnel, timely reporting of unusual situations, and strict adherence to internal procedures to mitigate operational risks [3][4]. 5. Impact and Accounting Treatment - The foreign exchange hedging activities are expected to enhance the company's operational stability by preventing adverse effects from significant exchange rate fluctuations on its performance and shareholder equity [4]. - The company will follow relevant accounting standards for the financial reporting of the hedging activities [4]. 6. Review Procedures - The board of directors has reviewed and approved the proposal for foreign exchange hedging activities, ensuring compliance with legal regulations and protecting the interests of the company and its shareholders [5]. 7. Sponsor's Verification Opinion - The sponsor believes that the foreign exchange hedging activities are necessary for risk mitigation and that the company has developed a management system and risk response measures that are effective [5][6].