第二章 人员组成 第三条 审计与风险委员会成员由董事会从董事会不 国家电投集团远达环保股份有限公司 董事会审计与风险委员会实施细则 （2025 年修订） 经公司第十届董事会第三十四次会议审议通过 第一章 总则 第一条 为强化国家电投集团远达环保股份有限公司 （以下简称"公司"）董事会决策功能，确保董事会对经营 管理层的有效监督，完善公司治理结构，保护公司和公司股 东的合法权益，根据《中华人民共和国公司法》《中华人民 共和国证券法》《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 市公司独立董事管理办法》等有关法律法规、规范性文件要 求，及《公司章程》的相关规定，公司特设立董事会审计与 风险委员会（以下简称"审计与风险委员会"），并制定本 实施细则。 第二条 审计与风险委员会是董事会按照股东会决议 设立的专门委员会，对董事会负责，向董事会报告工作。公 司董事会审计与风险委员会主要负责审核公司财务信息及 其披露、监督及评估内外部审计工作和内部控制等工作。 1 在公司担任高级管理人员的董事中任命，并由 3 名或以上成 员组成，其中独立董事占多数，委员中至少有 1 名独立 ...

国家电投集团远达环保股份有限公司 关于制定《国家电投集团远达环保股份有限公司市值管 理办法（2025 年制定）》的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 国家电投集团远达环保股份有限公司（以下简称公司）于 2025 年 10 月 29 日召开第十届董事会第三十四次会议审议通过了关于制定《国 家电投集团远达环保股份有限公司市值管理办法（2025 年制定）》的议 案。现将具体情况公告如下： 证券代码：600292 证券简称：远达环保 编号：临 2025－072 号 为加强公司市值管理工作，进一步规范公司市值管理行为，切实维 护公司、投资者特别是中小投资者及其他利益相关方的合法权益，提升 公司投资价值，根据《中华人民共和国公司法》《中华人民共和国证券 法》《上海证券交易所股票上市规则》《上市公司监管指引第 10 号—市 值管理》等有关法律法规及《公司章程》，结合公司实际情况，公司制 定了《国家电投集团远达环保股份有限公司市值管理办法（2025 年制 定）》。 特此公告。 国家电投集团远达环保股份有限公司董事会 二 ...

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 公司已于2025年第四次（临时）股东大会审议通过了修订《公司 章程》的议案，为做好相应的衔接，根据《公司章程》《上市公司治 理准则》《上市公司审计委员会工作指引》等内容，公司于 2025年 10月29日召开第十届董事会第三十四次会议，审议通过了关于修订 《国家电投集团远达环保股份有限公司董事会审计与风险委员会实 施细则（2025年修订）》的议案。主要修订内容公告如下： 证券代码：600292 证券简称：远达环保 编号：临 2025－070 号 国家电投集团远达环保股份有限公司 关于修订《国家电投集团远达环保股份有限公司董事会 审计与风险委员会实施细则（2025 年修订）》 的公告 | | | 会会议职责时，召集和主持股东会会 | | --- | --- | --- | | | | 议； | | | | （十四）行使《中华人民共和国公司法》 | | | | 规定的监事会的职权； | | | | （十五）负责法律法规、公司章程和董 | | | | 事会授权的其他事宜。 | | ...

Core Insights - The futures concept sector experienced a decline of 0.36% on October 28, with the leading drop from Wuchan Zhongda [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Sector Performance - Notable gainers in the futures concept sector included: - Ruida Futures (002961) with a closing price of 24.29, up 5.75%, and a trading volume of 354,300 shares, totaling 861 million yuan [1] - Xiamen Guomao (600755) closed at 6.81, up 5.26%, with a trading volume of 1,649,200 shares, totaling 1.117 billion yuan [1] - Yuanda Environmental (600292) closed at 12.83, up 3.05%, with a trading volume of 301,900 shares, totaling 389 million yuan [1] - Major decliners included: - Wuchan Zhongda (600704) closed at 5.88, down 4.70%, with a trading volume of 2,257,700 shares, totaling 1.336 billion yuan [2] - Zhongjin Lingnan (000060) closed at 5.50, down 3.51%, with a trading volume of 1,289,500 shares, totaling 716 million yuan [2] - Zhongke Jincai (002657) closed at 30.78, down 2.75%, with a trading volume of 295,100 shares, totaling 903 million yuan [2] Capital Flow - The futures concept sector saw a net outflow of 705 million yuan from main funds, while retail funds experienced a net inflow of 296 million yuan [2][3] - Notable capital flows included: - Ruida Futures had a main fund net inflow of 150 million yuan, but retail funds saw a net outflow of 91.24 million yuan [3] - Yong'an Futures (600927) had a main fund net inflow of 43.91 million yuan, with retail funds experiencing a net outflow of 22.76 million yuan [3] - Yuanda Environmental had a main fund net inflow of 37.84 million yuan, with retail funds seeing a net outflow of 26.08 million yuan [3]

Group 1: Market Trends - A total of 21 new private placement projects were added in the last two weeks, a 23.53% increase from the previous period[5] - The number of terminated projects increased to 11, marking a 10% rise[5] - The approval rate for projects remains at 100%, with 7 projects approved by the review committee, a 75% increase[5] Group 2: Fundraising and Valuation - The total fundraising amount for the last two weeks reached 11.352 billion yuan, a 64.52% increase[28] - The average price-to-earnings (PE) ratio for the leading company, Zhongke Xingtou, is 88.95X, which is in the 25.50% percentile since 2020[22] - The average price-to-book (PB) ratio for the assets being acquired by Yunda Environmental is 1.64X, lower than its own PB of 1.99X[24] Group 3: Market Performance - Over 83.33% of the newly unlocked projects yielded positive returns, with an average absolute return of 42.75%[46] - The average market price discount rate for newly listed projects was 8.67%, a decrease of 7.55% from the previous period[30] - The average申报溢价率 (bidding premium rate) for competitive projects was 10.54%, reflecting a slight increase of 0.49%[42]

Group 1: Market Dynamics - 21 new private placement projects were added in the last two weeks, a 23.53% increase from the previous period, with 14 being competitive bids[6] - 11 projects were terminated, marking a 10% increase, while 7 projects were approved by the review committee, a 75% increase[6] - The number of projects awaiting review stands at 622, with 57 having passed the review and registration, a decrease of 12.3%[6] Group 2: Fundraising and Pricing - Total fundraising from newly listed projects reached 11.35 billion yuan, a 64.52% increase from the previous period[28] - Competitive bid projects maintained a 100% fundraising success rate, with an average benchmark discount rate of 8.06%, down 3.10 percentage points[30] - The average premium rate for competitive bids was 10.54%, reflecting a slight increase of 0.49 percentage points[42] Group 3: Performance Analysis - Over 83% of newly unlocked competitive bid projects yielded positive returns, with an average absolute return of 42.75%[3] - The average market price discount rate for competitive projects was 5.24%, a decrease of 5.53 percentage points[3] - The average absolute return for pricing projects was 143.04%, although this represents a significant decline of 263.49 percentage points from the previous period[3]

Core Viewpoint - The report highlights the ongoing trend of mergers and acquisitions (M&A) in the market, with companies focusing on high-quality industrial acquisitions to enhance productivity and inject vitality into the capital market [4][8]. Group 1: M&A Activity - Aikodi has completed the acquisition of 71% equity in Zhaolbo, with the share registration for the acquisition finalized on October 10 [4]. - Since the third quarter, at least eight companies listed on the Shanghai Stock Exchange, including Zongyi Co. and Guangxi Broadcasting, have successfully completed M&A transactions [5]. - Anfu Technology has increased its stake in Anfu Energy from 62.25% to 93.26% through a share issuance and cash payment for 31% equity [6]. Group 2: Regulatory Approvals - Several companies have received registration approvals from the China Securities Regulatory Commission (CSRC) for their M&A plans, facilitating the completion of these transactions [6][7]. - For instance, on October 1, Yuanda Environmental announced that its acquisition of 100% equity in Wuling Power and 64.93% equity in Changzhou Hydropower received CSRC approval [7]. Group 3: Industry Integration - The trend of horizontal and vertical integration is evident, with companies acquiring peers or upstream/downstream businesses to achieve synergies and enhance product offerings [8]. - Aikodi's acquisition of Zhaolbo aims to improve its automotive parts supply chain, while Changying Tong's acquisition of Shengyisheng Optoelectronics seeks to achieve upstream and downstream collaboration in the optical communication sector [8]. Group 4: Transformation and Restructuring - Companies are also pursuing transformation through restructuring, as seen with Jiangtong Equipment's exit from coal-related businesses and Guangxi Broadcasting's divestment of its broadcasting operations [9]. - The restructuring efforts are aimed at shedding unprofitable segments and focusing on more promising areas, thereby creating opportunities for future growth [9].

Group 1 - The core viewpoint of the report is that the expectation of asset securitization significantly boosts stock prices, particularly for companies under the State Power Investment Corporation (SPIC) such as Yuanda Environmental Protection, Electric Power Investment and Financing, and Jilin Electric Power, which are anticipated to have substantial market value increases due to potential asset injections or mergers and acquisitions [1][2][4] Group 2 - SPIC plans to restructure assets among its subsidiaries, including listed companies like Shanghai Electric Power and Yuanda Environmental Protection, with a focus on enhancing operational efficiency and market mechanisms [2][3] - As of the end of 2024, SPIC's thermal power installed capacity is 83.53 million kilowatts, and hydropower installed capacity is 26.58 million kilowatts, with a current asset securitization ratio of approximately 51.4% [2] - The group has a broad asset securitization space, with significant water, nuclear, aluminum, and hydrogen assets yet to be listed, indicating long-term potential for asset securitization [4] Group 3 - Recent announcements from Electric Power Investment and Financing and Yuanda Environmental Protection regarding major asset restructurings suggest a strategic shift towards integrating nuclear and hydropower assets, enhancing the group's overall asset value [4] - The group has undergone several strategic mergers and restructurings since its establishment, indicating a clear path towards professional business integration and financial asset listings [3] - The group has developed a comprehensive aluminum industry chain, with plans for further acquisitions and restructuring to enhance the integration of aluminum assets within Electric Power Investment [4] Group 4 - Investment recommendations highlight the potential of Electric Power Investment (stable profitability in coal, power, and aluminum integration), Electric Power Investment and Financing (future nuclear power operation platform), and Yuanda Environmental Protection (domestic hydropower asset integration platform) [5] - Shanghai Electric Power and Jilin Electric Power are positioned to become key platforms for international and renewable energy asset integration, respectively [5]

Core Points - The Shanghai Composite Index is at 3927.63 points, slightly down by 0.16%, with a total trading volume of 1.2446 trillion yuan [1] - A total of 181 A-shares have surpassed the half-year line, with notable stocks showing significant deviation rates [1] Summary by Category Stock Performance - Li Min Co., Ltd. (002734) has a deviation rate of 4.31% with a price increase of 6.27% [1] - Yuanda Environmental Protection (600292) shows a deviation rate of 3.35% and a price increase of 3.93% [1] - Oriental Carbon (920175) has a deviation rate of 3.28% with an 8.17% price increase [1] Trading Activity - The total trading volume for A-shares today is reported at 1.2446 trillion yuan [1] - The stocks with the smallest deviation rates include Lian Ke Technology, Lingkang Pharmaceutical, and Publishing Media, which have just crossed the half-year line [1] Deviation Rate Rankings - The top stocks with the highest deviation rates include: - Li Min Co., Ltd. (002734) at 4.31% - Yuanda Environmental Protection (600292) at 3.35% - Oriental Carbon (920175) at 3.28% [1] - Other notable stocks with significant price increases and deviation rates include: - Han Commercial Group (600774) at 3.19% - Rui Pu Biological (300119) at 2.99% [1]

Core Viewpoint - Company plans to acquire 100% equity of Wuling Power and 64.93% equity of Changzhou Hydropower, marking significant progress in asset integration with State Power Investment Corporation [1][5] Group 1: Transaction Details - The total transaction price (excluding fundraising) is approximately 271.80 billion yuan, with Wuling Power's equity valued at about 242.67 billion yuan and Changzhou Hydropower's at approximately 29.12 billion yuan [2] - Payment structure includes 36.04 billion yuan in cash and 235.76 billion yuan in shares [2] - Company will issue shares to raise up to 50 billion yuan at a price of 6.55 yuan per share [3] Group 2: Company and Market Position - Wuling Power is the largest clean energy developer in Hunan Province, with a hydropower capacity accounting for about 29% of the province's total [3] - Changzhou Hydropower is located in Guangxi, benefiting from abundant water resources [3] Group 3: Future Goals and Performance Commitments - Company aims to enhance operational efficiency and core competitiveness through this transaction, with a focus on integrating water power assets [4][5] - Performance commitments for Wuling Power include net profits of no less than 3.06 billion yuan, 3.33 billion yuan, and 3.53 billion yuan for 2025, 2026, and 2027 respectively [4] - For Changzhou Hydropower, the commitments are net profits of no less than 3.21 billion yuan, 3.38 billion yuan, and 3.43 billion yuan for the same years [4]