Company Overview - Yuan Da Environmental announced the results of its 32nd temporary board meeting for the 10th session held on September 8, 2025, discussing the evaluation results and performance bonus distribution plan for the management team for the year 2024 [1] - As of the report, Yuan Da Environmental has a market capitalization of 10.1 billion yuan [1] Revenue Composition - For the year 2024, the revenue composition of Yuan Da Environmental is as follows: - Concession business accounts for 47.48% - Environmental engineering accounts for 33.2% - Denitration catalyst accounts for 9.25% - Water treatment operations account for 8.94% - Other industries account for 0.63% [1]

证券代码：600292 证券简称：远达环保 编号：临 2025－057 号 国家电投集团远达环保股份有限公司 第十届董事会第三十二次（临时）会议决议公告 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第十届董事会第三十 二次（临时）会议通知于 2025 年 9 月 2 日以电子邮件方式发出， 会议于 2025 年 9 月 8 日上午 9:30 在公司 12 楼会议室以现场+视 频方式召开，应到董事 10 人，实到董事 10 人；监事会成员 3 人、 高管人员 4 人列席了会议。会议的召集、召开程序符合《中华人 民共和国公司法》等法律法规、规章、规范性文件和《公司章程》 的有关规定。会议由公司董事长陈斌先生主持，经董事认真审议 及表决，全体与会董事一致通过了如下决议： 审议通过了《关于公司经理层 2024 年度考核评价结果和绩效 奖金分配方案的议案》 表决情况：同意 10 票，反对 0 票，弃权 0 票。 该议案已经公司薪酬与考核委员会审议通过。 备查文件： 第十届董事会第三十二次（临时）会 ...

2025 年第四次（临时）股东大会 会 议 资 料 2025 年 9 月 15 日 会议议程 会议召集人：国家电投集团远达环保股份有限公司董事会 会议主持人：陈斌董事长 会议时间：2025年9月15日14:30 会议地点：公司十二楼会议室，重庆两江新区黄环北路10号1栋 会议议程： 一、宣布会议开始 二、宣布会议出席情况 三、介绍会议基本情况，推选监票人、计票人 四、审议各项议案 五、填写表决票并投票 六、统计表决结果 七、宣布表决结果 八、宣布会议结束 | | | | 议题名称 | 页码 | | --- | --- | | 一、关于选举姚小彦先生为公司董事的议案 | 1 | | 二、关于撤销监事会并修订《公司章程（2025 年修订）》 | 3 | | 的议案 | | | 三、关于修订《公司募集资金管理办法（2025 年修订）》 | 68 | | 的议案 | | | 四、关于审议工程公司对江苏鲲鹏应收款项计提减值准备 | 72 | | 的议案 | | 2025 年第四 次（临时）股 东大会会议 资料之一 关于选举姚小彦先生为公司董事的议案 各位股东： 根据《公司章程》相关规定，公司董事会应设董事 11 人。目 ...

Group 1 - Weisheng Information won four projects in August with a total amount of 85.5377 million yuan, accounting for 3.12% of the company's total revenue for 2024 [1] - Longqi Technology's shareholder plans to reduce its stake by up to 4.09%, equating to a maximum of 19.1916 million shares [1] - Guojin Modern's subsidiary received a drug registration certificate for injectable Nicardipine, used for treating unstable angina [3][4] Group 2 - SAIC Motor reported a total vehicle sales of 363,400 units in August, a year-on-year increase of 41.04%, with new energy vehicle sales reaching 129,800 units, up 49.89% [5] - Kuka Home plans to invest 1.124 billion yuan to build a self-owned base in Indonesia, aiming to enhance its international strategy [6] - Samsung Medical's subsidiary signed a contract for an intelligent meter project in Egypt worth 58.8 million USD, approximately 419 million yuan [8] Group 3 - North Vehicle Blue Valley's subsidiary reported a total production of 10,587 units in August, a year-on-year decrease of 15.13%, while sales increased by 3.47% [12] - Xianghe Industrial signed contracts worth 400 million yuan for railway fastener system components [13] - Hengrui Medicine's HRS9531 injection has received acceptance for its marketing authorization application [14] Group 4 - Hualu Hengsheng resumed normal production after completing maintenance on production facilities [16] - Shanghai Pharmaceuticals' hydrochloride verapamil injection passed the consistency evaluation for generic drugs [18] - Shanghai Construction received approval for debt financing tools with a registration period of two years [20] Group 5 - Kangli Elevator terminated the sale of its wholly-owned subsidiary due to the buyer's failure to obtain necessary approvals [21] - Times Wan Heng appointed Li Zhizhong as the new deputy general manager [22] - Hanma Technology reported a total truck sales of 1,051 units in August, a year-on-year increase of 58.05% [24] Group 6 - Wenzhou Hongfeng's subsidiary received a utility model patent certificate for a servo adjustment device [26] - Yibin Technology received a project designation from a domestic new energy vehicle company, with an estimated total sales of 243 million yuan over five years [28] - Star Ring Technology's H-share issuance application was accepted by the China Securities Regulatory Commission [30] Group 7 - Microchip Bio's vice president resigned for personal reasons [31] - Zhongxin Co. announced the resignation of a non-independent director due to personal reasons [32] - Changcheng Military Industry's vice chairman resigned due to retirement [35] Group 8 - Jiukang Bio received four invention patent certificates related to detection reagents [36] - Meino Bio's subsidiary changed its registered address [37] - Kuangda Technology announced a potential change in control due to a share transfer [38] Group 9 - China Rare Earth confirmed no undisclosed significant matters amid stock price fluctuations [72]

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].