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].

本公司董事会及全体董事保证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"）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 持有的五凌电力有限公司（以下简称"五凌电力"）63%股权、向湖 南湘投国际投资有限公司购买其持有的五凌电力 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的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（以上交易事项简称"本次交易" 证券代码：600292 证券简称：远达环保 编号：临 2025－055 号 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 暨关联交易的审核问询函回复的提示性公告 公司将根据本次交易的进展情况，严格按照相关法律法规的规定 和要求及时履行信息披露义务。本次交易有关信息均以公司在指定信 息披露媒体发布的公告为准，敬请广大投资者关注公司后续公告并注 意投资风险。 特此公告。 国家电投集团远达环保股份有限公司董事会 ）。 ...

Core Viewpoint - The adjustment of the transaction plan by the company does not constitute a significant change to the restructuring plan, as it only involves a reduction in the transaction price of the target assets, which does not exceed 20% [20][21]. Group 1: Transaction Details - The company plans to acquire a 37% stake in Wuling Power Co., Ltd. and a 64.93% stake in Changzhou Hydropower Development Co., Ltd. through a combination of issuing shares and cash payments [1]. - 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]. - The total payment for the adjusted transaction is 27,179.70 million yuan, down from 27,735.53 million yuan [3]. Group 2: 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 counterparties, China Power and Hunan Xiangtou International [4][5]. - For Changzhou Hydropower, profits will be enjoyed by the company, and losses will be compensated by Guangxi Company in cash according to their shareholding ratio [5]. Group 3: Performance Commitment and Compensation Arrangements - The performance commitment amount will be audited annually, and any discrepancies will result in compensation obligations for China Power and Hunan Xiangtou International based on the audited results [6][7]. - The compensation for performance commitments will be capped at the total transaction price of the performance commitment assets [16][18]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor confirms that the adjustments made to the transaction plan do not constitute a significant change to the restructuring plan, in accordance with relevant regulations [21].