Core Viewpoint - The company plans to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [1][5][41]. Group 1: Transaction Details - The company intends to purchase 63% equity of Wuling Power from China Power International Development Co., Ltd. and 37% equity from Hunan Xiangtou International Investment Co., Ltd., along with 64.93% equity of Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power Co., Ltd. [1][5][41]. - The total adjusted transaction price for Wuling Power is set at 2,426,734.20 million yuan, while for Changzhou Hydropower, it is 291,235.78 million yuan, accounting for post-evaluation dividends [43][44]. Group 2: Adjustments and Approvals - The company held a board meeting on August 29, 2025, where it approved adjustments to the transaction plan, confirming that these adjustments do not constitute a major change to the restructuring plan [6][35][56]. - The adjustments include changes to the transaction price and arrangements for transitional period profits and losses, ensuring that the company retains the benefits from profits generated during this period [48][50]. Group 3: Performance Commitments and Compensation - The performance commitment agreements will be adjusted to include compensation arrangements for any shortfalls in net profits during the performance commitment period, with specific formulas for calculating compensation shares [12][13][53]. - The company will also establish compensation obligations for impairment testing assets, ensuring that any losses are covered by the respective parties based on their equity stakes [17][19][28].

Core Viewpoint - The transaction aims to facilitate the transformation and development of Yuanda Environmental Protection, establishing a domestic hydropower asset integration platform for the State Power Investment Corporation [1][5]. Group 1: Necessity of the Transaction - The completion of the transaction will add power generation businesses in Hunan and Guangxi, transforming Yuanda Environmental Protection into a hydropower asset integration platform. The State Power Investment Corporation has committed to injecting additional hydropower assets over the next three years [2]. - The newly injected assets, Wuling Power and Changzhou Hydropower, are engaged in power generation in Hunan and Guangxi, with Wuling Power's renewable energy generation business accounting for approximately 40% of its revenue [2]. - Yuanda Environmental Protection's original environmental protection business faces intense competition and technological innovation pressures, leading to poor financial performance and a long-term undervalued stock price, necessitating a transformation. Hydropower business aligns well with policy, offers stable operations, and has strong cash flow resilience, fitting the company's strategic direction [2]. - According to the pro forma review report, excluding the raised matching funds, the transaction will significantly enhance multiple financial indicators, with total assets projected to increase from 9.503 billion to 68.255 billion yuan, a growth of 618.23%, and net profit attributable to the parent company expected to rise from 35.9624 million to 885 million yuan, an increase of 2361.37% [2]. Group 2: Pre-Reorganization and Competition Resolution - Prior to the transaction, Wuling Power and Changzhou Hydropower underwent a pre-reorganization, with Wuling Power acquiring 36 company shares and divesting 96, while Changzhou Hydropower sold 5 company shares. This pre-reorganization aims to focus on core business, avoid competition, and improve transaction efficiency [3]. - Currently, Wuling Power has 8 companies pending divestiture that have not completed business registration changes, with one minority shareholder initiating litigation. However, several companies have completed the necessary changes, and the remaining companies are expected to finalize by the end of 2025. Wuling Power and Wuling New Energy have signed a management agreement regarding the litigation to ensure it does not affect the transaction [3]. Group 3: Clear Transaction Plan and Integration Control - Yuanda Environmental Protection will acquire 64.93% of Changzhou Hydropower's shares, with the remaining shares involving multiple shareholders, leading to uncertainties in the sale process. Therefore, the initial acquisition of partial shares is to achieve actual control [4]. - After the transaction, Yuanda Environmental Protection will become the controlling shareholder of Changzhou Hydropower, with remaining shareholders having limited governance participation, which will not adversely affect the company [4]. - A comprehensive integration and control plan has been developed for the target company, focusing on business, assets, finance, personnel, and institutions to enhance overall profitability. To address integration risks arising from business differences, the company will implement measures such as strengthening management of significant matters, establishing risk control and supervision mechanisms, improving incentive systems, recruiting talent, and creating communication channels [4].

Core Viewpoint - Beijing Tianjian Xingye Asset Appraisal Co., Ltd. provided a detailed response to the Shanghai Stock Exchange's inquiry regarding the National Power Investment Group's acquisition of assets and related transactions, addressing evaluation methods and comparable company selection for Wuling Power and Changzhou Hydropower [1][2]. Evaluation Methods and Comparable Company Selection - Wuling Power identified important subsidiaries based on the "No. 26 Format Guidelines," with Yuanjiang Power and Qingshui River Hydropower contributing over 20% to the latest audited indicators [2]. - Wuling Power's price-to-book ratio is 1.73 times lower than the average, while its price-to-earnings ratio is 40.51 times (37.13 times after excluding pre-restructuring asset impairment) [2]. - Changzhou Hydropower's price-to-book ratio is 3.22 times (1.94 times after excluding capital reduction) and its price-to-earnings ratio is 12.77 times, both below the average [2]. - The evaluation methods for subsidiaries vary, with Wuling Power's hydropower subsidiaries primarily using the asset-based approach, while Changzhou Hydropower's wind power subsidiaries use the market approach [2][3]. Financial Analysis and Asset Valuation - Wuling Power's receivables include accounts receivable from the State Grid Hunan Electric Power Co., Ltd., which have been fully collected, and other receivables with low recovery risk [3]. - Fixed and intangible assets have appreciated due to the valuation of buildings, equipment, land use rights, and patents, with the valuation methods deemed appropriate [3][5]. - The evaluation of subsidiaries shows that the asset-based approach yields significant appreciation, while the income approach is used for stable historical operations [3][4]. Revenue and Risk Assessment - The revenue method's parameters for Changzhou Hydropower's hydropower business are based on reasonable historical data, with no expected risks in electricity prices or consumption [4]. - The evaluation of the solar business considers subsidy periods and reasonable utilization hours, ensuring no consumption risks are anticipated [4]. - The assessment of receivables indicates good recoverability, with sufficient provisions for bad debts [5].

Core Viewpoint - The legal opinion letter from Beijing Zhongzi Law Firm addresses the acquisition of assets by State Power Investment Corporation's Yuanda Environmental Protection Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related transactions [2][3][4]. Group 1: Transaction Overview - Yuanda Environmental Protection plans to acquire 100% equity of Wuling Power Co., Ltd. from China Power International Development Co., Ltd. and Hunan Xiangtou International Investment Co., Ltd., as well as 64.93% equity of Guangxi Changzhou Hydropower Development Co., Ltd. from State Power Investment Corporation Guangxi Electric Power Co., Ltd. [2][3]. - The transaction involves issuing shares to no more than 35 specific investors to raise supporting funds [2][3]. Group 2: Legal Opinions and Inquiries - The law firm has issued multiple legal opinions regarding the transaction, with the latest being a supplementary legal opinion to address inquiries from the Shanghai Stock Exchange [3][4]. - The supplementary legal opinion confirms the authenticity, accuracy, and completeness of the information provided and is intended solely for the purpose of this transaction [4]. Group 3: Pre-Reorganization Details - Prior to the transaction, Wuling Power and Changzhou Hydropower underwent a pre-reorganization, which included acquiring 36 companies and selling 96 companies [6]. - There are still 8 companies pending completion of industrial and commercial change registration, with a lawsuit involving a minority shareholder of one of the companies claiming non-operational fund occupation amounts to approximately 2.5 billion yuan [6][8]. Group 4: Litigation and Its Implications - A lawsuit has been filed by Qingyuan Hefeng against Wuling Power, claiming various breaches of agreement, including financial management and profit distribution [8][9]. - The court has scheduled a hearing for September 9, 2025, with an expected conclusion of the first instance by October 2025, which may affect the timing of the equity transfer and registration [9][10]. Group 5: Industry Competition Analysis - The transaction is analyzed for potential competition issues, particularly between the hydropower and new energy sectors in Hunan and Guangxi provinces [17][18]. - The legal opinion indicates that the competition primarily exists within provincial boundaries, and the different types of power generation do not constitute significant competition [17][18].

Core Viewpoint - The adjustment of the transaction plan by State Power Investment Corporation Yuan Da Environmental Protection Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by independent financial advisors [1][21]. Transaction Adjustment Details - The company plans to acquire a 37% stake in Wuling Power Co., Ltd. and a 64.93% stake in Guangxi Changzhou Hydropower Development Co., Ltd. through a combination of issuing shares and cash payments [1][2]. - The adjusted transaction price for the 100% stake in Wuling Power is set at 24,267.34 million yuan, while the adjusted price for the 64.93% stake in Changzhou Hydropower is 2,912.36 million yuan [3][4]. Payment Structure - The total payment structure before adjustment was 2,773,553.18 million yuan, which has been reduced to 2,717,969.98 million yuan after the adjustment [3][4]. Transitional Profit and Loss Allocation - During the transitional period, profits from Wuling Power's assets will be retained by the company, while losses will be borne by the respective stakeholders according to their shareholding ratios [4][5]. Performance Commitment and Compensation Arrangements - The performance commitment period will involve annual audits to compare actual net profits against committed amounts, with compensation obligations for China Power and Xiangtou International based on the audit results [6][7]. - The maximum number of shares to be compensated will not exceed the transaction price of the performance commitment assets [16][18]. Independent Financial Advisor's Opinion - The independent financial advisor has confirmed that the adjustments made to the transaction plan do not constitute a significant change to the restructuring plan, in accordance with relevant regulations [21].

Core Viewpoint - The company plans to adjust its asset acquisition strategy by purchasing stakes in two power companies, aiming to enhance its operational capacity and financial performance through strategic partnerships and capital raising efforts [1][2][3]. Group 1: Transaction Details - The company intends to acquire a 63% stake in Wuling Power from China Power International Development and a 37% stake from Hunan Xiangtou International Investment, along with a 64.93% stake in Changzhou Hydropower from State Power Investment Corporation Guangxi Electric Power [1][2]. - The total assessed value of Wuling Power's 100% equity is approximately RMB 2,466.73 million, while the assessed value of Changzhou Hydropower's 64.93% equity is approximately RMB 306.82 million [2][3]. - The adjusted transaction price for Wuling Power, after accounting for dividends, is RMB 2,426.73 million, and for Changzhou Hydropower, it is RMB 291.23 million [4][5]. Group 2: Financial Arrangements - The total payment for the acquisitions will be approximately RMB 2,717.97 million, consisting of cash and shares, with the issuance of approximately 3,599.39 million shares post-transaction [5][6]. - The company will enter into performance commitment agreements with the sellers to ensure the financial stability and performance of the acquired assets [7][9]. Group 3: Governance and Approval - The board of directors unanimously approved the transaction, with all 10 members present voting in favor, while certain related party directors abstained from voting [1][8]. - The adjustments to the transaction do not constitute a significant change under the relevant asset restructuring regulations, as the reduction in transaction price does not exceed 20% of the overall deal [7][8].

Core Viewpoint - The company is adjusting its transaction plan for acquiring stakes in Wuling Power and Changzhou Hydropower, which does not constitute a major adjustment to the restructuring plan [1][24][27]. Transaction Adjustment Details - The company plans to acquire 100% of Wuling Power and 64.93% of Changzhou Hydropower through a combination of cash and stock issuance [1]. - The adjusted transaction price for 100% of Wuling Power is set at 2,426,734.20 million yuan, reflecting a dividend amount of 40,000.00 million yuan [1][2]. - The total adjusted transaction price for the assets is 2,717,969.98 million yuan, with cash payment of 360,369.98 million yuan and stock payment of 2,357,600.00 million yuan [2][4]. Transitional Profit and Loss Allocation - During the transition period, profits from the evaluated assets will be retained by the company, while losses will be compensated by the respective shareholders of the evaluated assets [5][7]. - For Changzhou Hydropower, profits will be retained by the company, while losses will be compensated by Guangxi Company in cash [7][14]. Performance Commitment and Compensation Arrangements - The performance commitment period will involve annual audits to compare actual net profits against committed amounts, with compensation obligations based on the audit results [8][20]. - The maximum number of shares to be compensated will not exceed the transaction price for the performance commitment assets [20][23]. Implications of the Adjustment - The adjustment involves a reduction in the transaction price that does not exceed 20%, thus not constituting a major adjustment under regulatory guidelines [24][27]. - The decision-making process for the transaction adjustment has been approved by the board and does not require further shareholder approval [27][28].

Meeting Overview - The 16th (temporary) meeting of the 10th Supervisory Board of the company was held on August 29, 2025, with all three supervisors present, ensuring compliance with the Company Law and Articles of Association [1]. Transaction Proposal - The company plans to acquire a 63% stake in Wuling Power from China Power International Development Co., Ltd. and a 37% stake from Hunan Xiangtou International Investment Co., Ltd., along with a 64.93% stake in Guangxi Changzhou Hydropower Development Co., Ltd. from State Power Investment Corporation Guangxi Electric Power Co., Ltd. The acquisition will be financed through a combination of issuing shares and cash [1][2]. Asset Valuation - The assessment date for the transaction is set for October 31, 2024. The total assessed value of Wuling Power's 100% equity is approximately RMB 2,466.73 million, while the assessed value of the 64.93% equity in Changzhou Hydropower is approximately RMB 306.82 million [2][4]. Adjusted Transaction Price - Following the dividend distribution of RMB 40 million from Wuling Power and RMB 15.58 million from Changzhou Hydropower, the adjusted transaction prices are RMB 2,426.73 million for Wuling Power and RMB 291.24 million for Changzhou Hydropower [4][5]. Payment Structure - The total payment structure for the transaction includes cash and shares, with a total consideration of approximately RMB 2,717.97 million, comprising RMB 360.37 million in cash and RMB 2,357.60 million in shares, resulting in the issuance of approximately 3,599.39 million shares [4][6]. Transitional Profit and Loss Allocation - During the transition period, profits from Wuling Power's assets will belong to the company, while losses will be covered by China Power and Xiangtou International based on their respective ownership percentages. For Changzhou Hydropower, profits will belong to the company, and losses will be covered by Guangxi Electric Power [5][6]. Performance Commitment Agreements - The company intends to sign supplementary agreements regarding performance commitments with China Power and Xiangtou International, as well as with Guangxi Electric Power, to clarify the rights and obligations related to the transaction price and performance commitments [6][8]. Approval of Adjustments - The adjustments to the transaction do not constitute a significant change, as the reduction in transaction price does not exceed 20% of the overall transaction value, and all proposals received unanimous approval from the supervisory board [6][7].

Group 1 - The company plans to acquire a 63% stake in Wuling Power from China Power International Development Co., Ltd., a 37% stake from Hunan Xiangtou International Investment Co., Ltd., and a 64.93% stake in Guangxi Changzhou Hydropower Development Co., Ltd. from State Power Investment Corporation Guangxi Electric Power Co., Ltd. through a combination of issuing shares and cash payment [1] - The company received an inquiry letter from the Shanghai Stock Exchange regarding the acquisition and fundraising plan, indicating that the transaction is subject to further approval processes [1][2] - The restructuring report has been revised to address the inquiries, including updates on the transaction plan, risk factors, and the nature of the transaction [2][4] Group 2 - The restructuring report includes updates on the definitions, major risk warnings, and the specific plans for issuing shares and cash payments for the asset acquisition [2] - The report also provides updated information on the basic situation of Wuling Power and Changzhou Hydropower, as well as the assessment and pricing of the target assets [2] - Additional agreements related to the asset purchase and performance compensation have been included in the revised report [2]

Core Viewpoint - The company, Yuanda Environmental Protection, is planning to issue shares and pay cash to acquire assets from China Power International Development and other related parties, while also raising matching funds from specific investors [1][12]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower [12][13]. - The total transaction price for Wuling Power's 100% equity is adjusted to 2,426,734.20 million RMB, while the price for Changzhou Hydropower's 64.93% equity is adjusted to 360,369.98 million RMB [11][14]. - The company plans to raise matching funds from no more than 35 qualified specific investors [1][12]. Group 2: Financial Commitments and Assurances - The controlling shareholders and management of the company have committed to suspending the transfer of their shares if the transaction is under investigation for false information or omissions [2][4]. - The transaction's effectiveness is subject to approval from the company's shareholders, review by the Shanghai Stock Exchange, and registration by the China Securities Regulatory Commission [3][11]. Group 3: Regulatory and Compliance Aspects - The transaction must comply with various regulatory requirements, including those set by the State-owned Assets Supervision and Administration Commission and the National Development and Reform Commission [9][10]. - The independent financial advisors and auditing firms involved have confirmed the accuracy and completeness of the information provided in the transaction report [5][6].