中国国际金融股份有限公司 关于 国家电投集团远达环保股份有限公司 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 标的资产过户情况 之 独立财务顾问核查意见 独立财务顾问 二〇二五年十一月 声明与承诺 中国国际金融股份有限公司接受国家电投集团远达环保股份有限公司委托， 担任国家电投集团远达环保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之独立财务顾问，并出具本核查意见。本核查意见系依照《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资产重组管理办 法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资 产重组》《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》等 法律、法规的有关规定，按照证券行业公认的业务标准、道德规范和诚实信用、 勤勉尽责精神，遵循客观、公正的原则，在认真审阅相关资料和充分了解本次交 易行为的基础上编制而成。 1、本核查意见所依据的文件和材料由本次交易各方提供，提供方对所提供 文件及资料的真实性、准确性和完整性负责，并保证该等信息不存在虚假记载、 误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的任何风险责任 ...

北京市西城区平安里西大街 26 号新时代大厦 5-8 层邮编：100034 北京市中咨律师事务所 关于 国家电投集团远达环保股份有限公司 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 之 标的资产过户情况的法律意见书 电话：+86-10-66091188 传真：+86-10-66091616 网址：http://www.zhongzi.com.cn/ 二〇二五年十一月 | | | 远达环保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之标的资产过户情况的法律意见书 北京市中咨律师事务所 关于 国家电投集团远达环保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 之 标的资产过户情况的法律意见书 致：国家电投集团远达环保股份有限公司 北京市中咨律师事务所（以下简称本所）受国家电投集团远达环保股份有限 公司（以下简称上市公司、远达环保）委托，指派贾向明、吴楠律师作为远达环 保拟通过发行股份及支付现金的方式购买中国电力国际发展有限公司（以下简称 中国电力）、湖南湘投国际投资有限公司（以下简称湘投国际）合计持有的五凌 电力有限公司（以下简称五凌电力）的 100%股权以及国家电投集团广西电力 ...

国家电投集团远达环保股份有限公司（以下简称"公司"）拟通过 发行股份及支付现金的方式向中国电力国际发展有限公司购买其持有 五凌电力有限公司 63%股权、向湖南湘投国际投资有限公司购买其持有 五凌电力有限公司 37%股权以及向国家电投集团广西电力有限公司购 买其持有国家电投集团广西长洲水电开发有限公司 64.93%股权，并拟 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"本次交易"）。本次交易构成重大资产重组，不构成重组上市，但构 成关联交易。 公司于 2025 年 9 月 30 日收到中国证券监督管理委员会出具的《关 于同意国家电投集团远达环保股份有限公司发行股份购买资产并募集 配套资金注册的批复》（证监许可〔2025〕2191 号）（以下简称"中国 证监会批复"）。中国证监会批复主要内容详见公司于 2025 年 10 月 1 日 披露的《国家电投集团远达环保股份有限公司关于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事项获得中国证券监督管理委员 会同意注册批复的公告》。 公司根据中国证监会批复的要求积极推进本次交易实施事宜。截至 本公告日，本次交易涉及标的资产的过户手续已经 ...

Market Overview - The futures concept sector declined by 0.4% compared to the previous trading day, with Yuan Da Environmental leading the decline [1] - The Shanghai Composite Index closed at 3954.79, down 0.81%, while the Shenzhen Component Index closed at 13378.21, down 1.14% [1] Stock Performance - Notable gainers in the futures concept sector included: - Meihu Co., Ltd. (code: 6163309) with a closing price of 36.49, up 4.08% and a trading volume of 177,800 shares, totaling 644 million yuan [1] - Yimeng Honghua (code: 600128) closed at 11.00, up 3.09% with a trading volume of 106,000 shares, totaling 11.7 million yuan [1] - Zhongke Jincai (code: 002657) closed at 30.84, up 2.59% with a trading volume of 239,900 shares, totaling 738 million yuan [1] - Major decliners included: - Yuan Da Environmental (code: 600292) closed at 13.36, down 4.50% with a trading volume of 503,500 shares, totaling 676 million yuan [2] - Zhongjin Lingnan (code: 000060) closed at 5.51, down 2.82% with a trading volume of 1,495,700 shares, totaling 836 million yuan [2] - Hongqiang Securities (code: 601236) closed at 8.77, down 2.56% with a trading volume of 365,200 shares, totaling 323 million yuan [2] Capital Flow - The futures concept sector experienced a net outflow of 1.321 billion yuan from main funds, while retail investors saw a net inflow of 996 million yuan [2] - Notable capital flows included: - Dahan Technology (code: 600288) with a main fund net inflow of 41.5 million yuan, but a net outflow from retail investors of 41.6 million yuan [3] - Zhongke Jincai (code: 002657) had a main fund net inflow of 29.6 million yuan, with retail investors contributing a net inflow of 18.4 million yuan [3]

Core Viewpoint - The power battery recycling sector has shown a positive performance, with a 0.53% increase, ranking seventh among concept sectors, indicating growing investor interest and potential opportunities in this area [1][2]. Group 1: Market Performance - As of October 30, the power battery recycling concept saw 37 stocks rise, with notable gainers including Xinwangda (up 10.14%), Tianqi Lithium (up 9.67%), and Fangyuan Co. (up 9.05%) [1]. - The sector experienced a net inflow of 1.92 billion yuan, with 43 stocks receiving net inflows, and 11 stocks exceeding 100 million yuan in net inflow [2]. Group 2: Key Stocks - Tianqi Lithium led the net inflow with 1.382 billion yuan, followed by Huayou Cobalt (410 million yuan), Ganfeng Lithium (387 million yuan), and Fulongma (377 million yuan) [2]. - The highest net inflow ratios were observed in Kangsheng Co. (29.02%), Yuanda Environmental Protection (22.44%), and Tianqi Lithium (14.14%) [3]. Group 3: Sector Comparison - The power battery recycling sector's performance contrasts with other sectors, such as the military equipment restructuring concept, which fell by 2.91%, and the optical packaging concept, which decreased by 2.87% [2].

Market Overview - The environmental governance sector declined by 0.9% compared to the previous trading day, with Deepwater Haina leading the decline [1] - The Shanghai Composite Index closed at 3986.9, down 0.73%, while the Shenzhen Component Index closed at 13532.13, down 1.16% [1] Top Performers - Fulongma (603686) saw a significant increase of 10.01%, closing at 28.13 with a trading volume of 1.15 million shares and a transaction value of 3.08 billion [1] - Yuanda Environmental (600292) rose by 9.98%, closing at 66.61 with a trading volume of 624,900 shares and a transaction value of 863 million [1] - Sanfeng Environment (601827) increased by 4.60%, closing at 8.64 with a trading volume of 275,800 shares and a transaction value of 238 million [1] Underperformers - Deepwater Haina (300961) experienced a decline of 5.82%, closing at 16.03 with a trading volume of 109,900 shares and a transaction value of 178 million [2] - Haixia Environmental (603817) fell by 5.16%, closing at 6.80 with a trading volume of 431,400 shares and a transaction value of 297 million [2] - Yuhua Tian (300815) decreased by 4.78%, closing at 22.91 with a trading volume of 147,900 shares and a transaction value of 344 million [2] Capital Flow - The environmental governance sector saw a net outflow of 485 million from institutional investors, while retail investors had a net inflow of 395 million [2][3] - The top stock, Fulongma, had a net inflow of 281 million from institutional investors, while it faced a net outflow of 78.32 million from speculative funds [3] - Yuanda Environmental had a net inflow of 158 million from institutional investors but a significant outflow of 1.33 billion from speculative funds [3]

Core Insights - The company reported a total operating revenue of 2.936 billion yuan for Q3 2025, ranking 22nd among disclosed peers, which is a decrease of 160 million yuan or 5.16% year-on-year [1] - The net profit attributable to shareholders was 56.0255 million yuan, ranking 47th among peers, reflecting a decline of 32.3412 million yuan or 36.60% year-on-year [1] - The net cash inflow from operating activities was 272 million yuan, ranking 26th among peers, down by 145 million yuan or 34.79% year-on-year [1] Financial Ratios - The latest debt-to-asset ratio is 44.38%, ranking 32nd among peers, which is an increase of 2.93 percentage points from the previous quarter and 4.48 percentage points from the same period last year [3] - The latest gross profit margin is 14.61%, ranking 72nd among peers, with an increase of 0.38 percentage points from the previous quarter and 0.56 percentage points year-on-year [3] - The latest return on equity (ROE) is 1.08%, ranking 57th among peers, which is a decrease of 0.62 percentage points from the same period last year [3] Earnings Per Share and Turnover Ratios - The diluted earnings per share is 0.07 yuan, ranking 54th among peers, down by 0.04 yuan or 36.36% year-on-year [3] - The latest total asset turnover ratio is 0.30 times, ranking 12th among peers, which is a decrease of 0.02 times or 7.37% year-on-year [3] - The latest inventory turnover ratio is 11.31 times, ranking 32nd among peers, with an increase of 0.25 times, marking five consecutive years of growth, up by 2.28% year-on-year [3] Shareholder Structure - The number of shareholders is 47,600, with the top ten shareholders holding 452 million shares, accounting for 57.94% of the total share capital [3] - The largest shareholder is State Power Investment Corporation with 43.7% of shares, followed by Chongqing Urban Construction Investment Group with 8.58% [3]

Group 1 - Company Yuantai Environmental Protection reported a revenue of approximately 2.936 billion yuan for the first three quarters of 2025, representing a year-on-year decrease of 5.16% [1] - The net profit attributable to shareholders of the listed company was approximately 56.03 million yuan, a year-on-year decrease of 36.6% [1] - The basic earnings per share were 0.07 yuan, down 36.36% year-on-year [1] Group 2 - As of the report date, the market capitalization of Yuantai Environmental Protection is 9.9 billion yuan [2]

Core Insights - The company reported a slight increase in revenue and a notable rise in net profit for the third quarter, indicating stable financial performance amidst ongoing restructuring efforts [1][2] - The completion of the major asset restructuring is expected to enhance the company's operational efficiency and expand its business scope in the hydropower sector [2] Financial Performance - The company achieved operating revenue of 1.11 billion yuan in Q3, a year-on-year increase of 0.12% [1] - The net profit attributable to shareholders was 40.72 million yuan, reflecting a year-on-year growth of 12.26% [1] - The net profit after deducting non-recurring items was 39.75 million yuan, up by 9.47% year-on-year [1] Asset Restructuring - The company has received approval from the CSRC for its major asset restructuring, which includes issuing approximately 2.017 billion shares to China Power International Development Limited, 1.184 billion shares to Hunan Xiangtou International Investment Co., Ltd., and 398 million shares to State Power Investment Corporation Guangxi Electric Power Co., Ltd. [1] - The restructuring aims to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower, with a plan to raise up to 5 billion yuan in supporting funds [1] Strategic Development - Post-restructuring, the company will expand into hydropower and integrated development operations of watershed hydropower stations, enhancing its business footprint [2] - The support from State Power Investment Group is expected to facilitate the company's transformation and improve asset quality, operational efficiency, and core competitiveness, laying a solid foundation for sustainable development [2]

Core Viewpoint - The company reported a slight increase in revenue and a significant growth in net profit for the third quarter of 2025 compared to the same period last year [1] Financial Performance - The company achieved a revenue of 1,109,867,672.94 yuan in the third quarter of 2025, representing a year-on-year growth of 0.12% [1] - The net profit attributable to shareholders of the listed company was 40,717,714.33 yuan, showing a year-on-year increase of 12.26% [1]